10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

Commission File Number	Exact name of registrant as specified in its charter, address of principal executive office and registrant's telephone number	IRS Employer Identification Number
001-36518	NEXTERA ENERGY PARTNERS, LP	30-0818558
	700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000

State or other jurisdiction of incorporation or organization:  Delaware

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.   Yes þ    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934.

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer þ Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).   Yes ¨   No þ

Number of NextEra Energy Partners, LP common units outstanding as of June 30, 2015:  21,292,838

DEFINITIONS

Acronyms and defined terms used in the text include the following:

Term	Meaning
2014 Form 10-K	NEP's Annual Report on Form 10-K for the year ended December 31, 2014, as amended
2014 Consolidated Financial Statements	Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview, Results of Operations and Liquidity and Capital Resources and Financial Statement and Supplementary Data which were retrospectively adjusted in NEP's Current Report on Form 8-K filed on July 2, 2015
ASA	administrative services agreements
BLM	U.S. Bureau of Land Management
Bluewater	wind project located in Huron County, Ontario, Canada
CITC	Convertible Investment Tax Credit
COD	commercial operation date
Conestogo	wind project located in Wellington County, Ontario, Canada
CSCS agreement	cash sweep and credit support agreement
FASB	Financial Accounting Standards Board
FIT	Feed-in-Tariff
Genesis	solar project that is composed of Genesis Unit 1 and Genesis Unit 2
Genesis Unit 1	Genesis Unit 1 utility-scale solar generating facility located in Riverside County, California
Genesis Unit 2	Genesis Unit 2 utility-scale solar generating facility located in Riverside County, California
GWh	gigawatt-hour(s)
IESO	Independent Electricity System Operator
IPO	initial public offering
IPP	independent power producer
Management's Discussion	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
MSA	Management Services Agreement among NEP, NEE Management, NEP OpCo and NEP GP
MW	megawatt(s)
NEE	NextEra Energy, Inc.
NEECH	NextEra Energy Capital Holdings, Inc.
NEE Equity	NextEra Energy Equity Partners, LP
NEE Management	NextEra Energy Management Partners, LP
NEE Operating GP	NextEra Energy Operating Partners GP, LLC
NEER	NextEra Energy Resources, LLC
NEP	NextEra Energy Partners, LP
NEP GP	NextEra Energy Partners GP, Inc.
NEP OpCo	NextEra Energy Operating Partners, LP
NET Midstream	NET Holdings Management, LLC, a Delaware limited liability company
NOLs	net operating losses
Northern Colorado	wind project located in Logan County, Colorado
Note __	Note __ to condensed consolidated financial statements
O&M	operations and maintenance
Palo Duro	wind project located in Hansford and Ochiltree Counties, Texas
PPA	power purchase agreement, which could include contracts under a FIT or RESOP
Prospectus	NEP’s prospectus filed with the SEC on June 26, 2014
RESOP	Renewable Energy Standard Offer Program
RPS	renewable portfolio standards
SEC	U.S. Securities and Exchange Commission
Shafter	solar project located in Shafter, California
Summerhaven	wind project located in Haldimand County, Ontario, Canada
U.S.	United States of America
U.S. Project Entities	project entities located within the U.S.

Each of NEP and NEP OpCo has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Partners and similar references. For convenience and simplicity, in this report, the terms NEP and NEP OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of NEP's ownership of subsidiaries and projects refers to its controlling interest in the general partner of NEP OpCo and NEP's indirect interest in and control over the subsidiaries of NEP OpCo. See Note 1 for a description of the noncontrolling interest in NEP OpCo.

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TABLE OF CONTENTS

		Page No.
Definitions		2
Forward-Looking Statements		4
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
	PART II - OTHER INFORMATION
Item 1A.	Risk Factors	30
Item 5.	Other Information	37
Item 6.	Exhibits	37
Signatures		38

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FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as result, are expected to, will continue, is anticipated, aim, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on NEP's operations and financial results, and could cause NEP's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEP in this Form 10-Q, in presentations, on its website, in response to questions or otherwise.

Operational Risks

• NEP has a limited operating history and its projects may not perform as expected.

• NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its projects.

• Operation and maintenance of energy projects involve significant risks that could result in unplanned power outages or reduced output.

• The wind turbines at some of NEP's projects and at some of NEER's right of first offer projects (ROFO Projects) are not generating the amount of energy estimated by their manufacturers' original power curves, and the manufacturers may not be able to restore energy capacity at the affected turbines.

• NEP depends on certain of the projects in its portfolio for a substantial portion of its anticipated cash flows.

• Terrorist or similar attacks could impact NEP's projects or surrounding areas and adversely affect its business.

• NEP's energy production may be substantially below its expectations if a natural disaster or meteorological conditions damage its turbines, solar panels, other equipment or facilities.

• NEP is not able to insure against all potential risks and it may become subject to higher insurance premiums.

• Warranties provided by the suppliers of equipment for NEP's projects may be limited by the ability of a supplier to satisfy its warranty obligations or if the term of the warranty has expired or liability limits, which could reduce or void the warranty protections, or the warranties may be insufficient to compensate NEP's losses.

• Supplier concentration at certain of NEP's projects may expose it to significant credit or performance risks.

• NEP relies on interconnection and transmission facilities of third parties to deliver energy from its projects, and if these facilities become unavailable, NEP's projects may not be able to operate or deliver energy.

• NEP's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations.

• NEP's projects may be adversely affected by legislative changes or a failure to comply with applicable energy regulations.

• NEP's partnership agreement restricts the voting rights of unitholders owning 20% or more of its common units, and under certain circumstances this could be reduced to 10%.

• NEP does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or leaseholders that have rights that are superior to NEP's rights or the BLM suspends its federal rights-of-way grants.

• NEP is subject to risks associated with litigation or administrative proceedings that could materially impact its operations, including future proceedings related to projects it subsequently acquires.

• The Summerhaven, Conestogo and Bluewater projects are subject to Canadian domestic content requirements under their FIT contracts.

• NEP's cross-border operations require NEP to comply with anti-corruption laws and regulations of the U.S. government and non-U.S. jurisdictions.

• NEP is subject to risks associated with its ownership or acquisition of projects that remain under construction, which could result in its inability to complete construction projects on time or at all, and make projects too expensive to complete or cause the return on an investment to be less than expected.

Contract Risks

• NEP relies on a limited number of energy sale counterparties and NEP is exposed to the risk that they are unwilling or unable to fulfill their contractual obligations to NEP or that they otherwise terminate their agreements with NEP.

• NEP may not be able to extend, renew or replace expiring or terminated PPAs at favorable rates or on a long-term basis.

• If the energy production by or availability of NEP's U.S. projects is less than expected, they may not be able to satisfy minimum production or availability obligations under NEP's U.S. Project Entities’ PPAs.

Risks Related to NEP's Acquisition Strategy and Future Growth

• NEP's growth strategy depends on locating and acquiring interests in additional projects consistent with its business strategy at favorable prices.

• NEP OpCo's partnership agreement requires that it distribute its available cash, which could limit its ability to grow and make acquisitions.

• Lower prices for other fuel sources reduce the demand for wind and solar energy.

• Government regulations providing incentives and subsidies for clean energy could change at any time and such changes may negatively impact NEP's growth strategy.

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• NEP's growth strategy depends on the acquisition of projects developed by NEE and third parties, which face risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.

• NEP's ability to effectively consummate future acquisitions depends on its ability to arrange the required or desired financing for acquisitions.

• Acquisitions of existing clean energy projects involve numerous risks.

• Renewable energy procurement is subject to U.S. state and Canadian provincial regulations, with relatively irregular, infrequent and often competitive procurement windows.

• While NEP currently owns only wind and solar projects, NEP may acquire other sources of clean energy, including natural gas and nuclear projects, and may expand to include other types of assets including transmission projects, and any future acquisition of non-renewable energy projects, including transmission projects, may present unforeseen challenges and result in a competitive disadvantage relative to NEP's more-established competitors. A failure to successfully integrate such acquisitions with NEP's then-existing projects as a result of unforeseen operational difficulties or otherwise, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

• NEP faces substantial competition primarily from regulated utilities, developers, IPPs, pension funds and private equity funds for opportunities in North America.

Risks Related to NEP's Financial Activities

• Restrictions in NEP OpCo's subsidiaries' revolving credit facility could adversely affect NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

• NEP's cash distributions to its unitholders may be reduced as a result of restrictions on NEP's subsidiaries’ cash distributions to NEP under the terms of their indebtedness.

• NEP's subsidiaries’ substantial amount of indebtedness may adversely affect NEP's ability to operate its business and its failure to comply with the terms of its subsidiaries' indebtedness could have a material adverse effect on NEP's financial condition.

• Currency exchange rate fluctuations may affect NEP's operations.

• NEP is exposed to risks inherent in its use of interest rate swaps.

Risks Related to NEP's Relationship with NEE

• NEE exercises substantial influence over NEP and NEP is highly dependent on NEE and its affiliates.

• NEP is highly dependent on credit support from NEE and its affiliates.

• NEP's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and NEP will be required in certain circumstances to reimburse NEE for draws that are made on credit support.

• NEER or one of its affiliates is permitted to borrow funds received by NEP's subsidiaries, including NEP OpCo, as partial consideration for its obligation to provide credit support to NEP, and NEER will use these funds for its own account without paying additional consideration to NEP and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by NEP OpCo.

• NEP's financial condition and ability to make distributions to its unitholders, as well as its ability to grow distributions in the future, is highly dependent on NEER’s performance of its obligations to return a portion of these funds.

• NEP may not be able to consummate future acquisitions from NEER.

• NEP GP, NEP's general partner, and its affiliates, including NEE, have conflicts of interest with NEP and limited duties to NEP and its unitholders and they may favor their own interests to the detriment of NEP and holders of NEP's common units.

• NEE and other affiliates of NEP GP are not restricted in their ability to compete with NEP.

• NEP may be unable to terminate the MSA.

• If NEE Management terminates the MSA, NEER terminates the management services subcontract between NEE Management and NEER or either of them defaults in the performance of its obligations thereunder, NEP may be unable to contract with a substitute service provider on similar terms, or at all.

• NEP's arrangements with NEE limit NEE's liability, and NEP has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to NEP than it otherwise would if acting solely for its own account.

• The credit and risk profile of NEP GP and its owner, NEE, could adversely affect any NEP credit ratings and risk profile, which could increase NEP's borrowing costs or hinder NEP's ability to raise capital.

Risks Relating to the NET Midstream Acquisition

• The NET Midstream acquisition may not be completed, and even if the NET Midstream acquisition is completed, NEP may fail to realize the growth prospects anticipated as a result of the NET Midstream acquisition.

• Uncertainties associated with the NET Midstream acquisition may cause a loss of management personnel and other key employees that could adversely affect NEP's future business, operations and financial results following the NET Midstream acquisition.

• NEP may not be able to obtain debt or equity financing for the NET Midstream acquisition on expected or acceptable terms.

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• As a result of the NET Midstream acquisition, the scope and size of NEP's operations and business will substantially change. NEP's expansion into the midstream natural gas industry may not be successful.

Risks Relating to Ownership and Operation of Natural Gas Pipelines

NET Midstream depends on a key customer for a significant portion of its revenues. The loss of this customer could result in a decline in NEP's revenues and cash available to make distributions to its unitholders.

• NEP may be unable to secure renewals of long-term natural gas transportation agreements, which could expose its revenues to increased volatility.

• If NEP completes the NET Midstream acquisition, NEP may not succeed in realizing the anticipated benefits of the Net Mexico pipeline joint venture with a subsidiary of PEMEX (PEMEX Sub).

• If NEP completes the NET Midstream acquisition, NEP may for the first time pursue the development of pipeline expansion projects that will require up-front capital expenditures and expose NEP to project development risks.

• NEP's ability to maximize the productivity of the NET Midstream business and to complete potential pipeline expansion projects will be dependent on the continued availability of natural gas production in NET Midstream’s areas of operation.

• NET Midstream does not own all of the land on which the NET Midstream pipelines are located, which could disrupt its operations.

• The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's business if we complete the NET Midstream acquisition.

• If third-party pipelines and other facilities interconnected to the NET Midstream pipelines become partially or fully unavailable to transport natural gas following the NET Midstream acquisition, NEP's revenues and cash available for distribution to unitholders could be adversely affected.

• A change in the jurisdictional characterization of some of the NET Midstream assets, or a change in law or regulatory policy, could result in increased regulation of these assets, which could have material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

• NEP may incur significant costs and liabilities if it completes the NET Midstream acquisition as a result of pipeline integrity management program testing and any necessary pipeline repair or preventative or remedial measures.

• NET Midstream's pipeline operations could incur significant costs if the Pipeline and Hazardous Materials Safety Administration or the Railroad Commission of Texas adopts more stringent regulations governing NEP's business.

• NEP could be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws (including non-U.S. laws), any of which could have a material adverse effect on its financial condition and results of operations, including its cash available for distribution to unitholders.

• PEMEX may claim certain immunities under the Foreign Sovereign Immunities Act and Mexican law, and NET Midstream’s ability to sue or recover from PEMEX for breach of contract may be limited.

• FERC is investigating certain commodities trading activities at a subsidiary of NET Midstream.

• Natural gas operations are subject to numerous environmental laws and regulations, compliance with which may require significant capital expenditures, increase NEP's cost of operations and affect or limit its business plans, or expose NEP to liabilities.

• Reductions in demand for natural gas in the United States or Mexico and low market prices of commodities could adversely affect NET Midstream's operations and cash flows.

• Natural gas gathering and transmission activities involve numerous risks that may result in accidents or otherwise affect NET Midstream's operations.

• The assumptions underlying NEP's projections of future revenues from the pending NET Midstream acquisition are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted.

NET Midstream-Related Tax Risks

• NEP's future net operating losses, or NOLs, may be less than expected, and its ability to use its NOLs may be limited by certain ownership changes in the future, both of which would increase or accelerate its future tax liability and thus reduce its future cash available for distribution to unitholders.

Risks Related to Ownership of NEP's Common Units

• NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.

• If NEP incurs material tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR Fee (as defined in the MSA) payable to NEE Management under the MSA.

• Holders of NEP's common units have limited voting rights and are not entitled to elect NEP's general partner or NEP GP's directors.

• NEP's partnership agreement restricts the remedies available to holders of NEP's common units for actions taken by NEP GP that might otherwise constitute breaches of fiduciary duties.

• NEP's partnership agreement replaces NEP GP's fiduciary duties to holders of NEP's common units with contractual standards governing its duties.

• Even if holders of NEP's common units are dissatisfied, they cannot initially remove NEP GP, as NEP's general partner, without NEE's consent.

• NEP GP's interest in NEP and the control of NEP GP may be transferred to a third party without unitholder consent.

• The IDR Fee may be transferred to a third party without unitholder consent.

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• NEP may issue additional units without unitholder approval, which would dilute unitholder interests.

• Reimbursements and fees owed to NEP GP and its affiliates for services provided to NEP or on NEP's behalf will reduce cash distributions to or from NEP OpCo and from NEP to NEP's unitholders, and the amount and timing of such reimbursements and fees will be determined by NEP GP and there are no limits on the amount that NEP OpCo may be required to pay.

• Discretion in establishing cash reserves by NEE Operating GP, the general partner of NEP OpCo, may reduce the amount of cash distributions to NEP's unitholders.

• While NEP's partnership agreement requires NEP to distribute its available cash, NEP's partnership agreement, including provisions requiring NEP to make cash distributions, may be amended.

• NEP OpCo can borrow money to pay distributions, which would reduce the amount of credit available to operate NEP's business.

• Increases in interest rates could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to make cash distributions to its unitholders.

• The price of NEP's common units may fluctuate significantly and unitholders could lose all or part of their investment and a market that will provide unitholders with adequate liquidity may not develop.

• The liability of holders of NEP's common units, which represent limited partnership interests in NEP, may not be limited if a court finds that unitholder action constitutes control of NEP's business.

• Unitholders may have liability to repay distributions that were wrongfully distributed to them.

• Except in limited circumstances, NEP GP has the power and authority to conduct NEP's business without unitholder approval.

• Contracts between NEP, on the one hand, and NEP GP and its affiliates, on the other hand, will not be the result of arm's-length negotiations.

• Unitholders have no right to enforce the obligations of NEP GP and its affiliates under agreements with NEP.

• NEP GP decides whether to retain separate counsel, accountants or others to perform services for NEP.

• The New York Stock Exchange does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.

Taxation Risks

• NEP's future tax liability may be greater than expected if NEP does not generate NOLs sufficient to offset taxable income or if tax authorities challenge certain of NEP's tax positions.

• NEP's ability to utilize NOLs to offset future income may be limited.

• NEP will not have complete control over NEP's tax decisions.

• A valuation allowance may be required for NEP's deferred tax assets.

• Distributions to unitholders may be taxable as dividends.

These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in the 2014 Form 10-K and in Part II, Item 1A. Risk Factors in this Form 10-Q, and investors should refer to those sections of the 2014 Form 10-K and this Form 10-Q. Any forward-looking statement speaks only as of the date on which such statement is made, and NEP undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Website Access to U.S. Securities and Exchange Commission (SEC) Filings. NEP makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on NEP's internet website, www.nexteraenergypartners.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on NEP's website are not incorporated by reference into this Form 10-Q. The SEC maintains an internet website that contains reports and other information regarding registrants that file electronically with the SEC at www.sec.gov.

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(millions, except per unit amounts)

(unaudited)

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014(a)			2015			2014(a)
OPERATING REVENUES	$	107		$	99		$	194		$	170
OPERATING EXPENSES
Operations and maintenance	23			20			43			35
Depreciation and amortization	30			23			60			43
Transmission	1			1			1			1
Taxes other than income taxes and other	3			1			7			3
Total operating expenses	57			45			111			82
OPERATING INCOME	50			54			83			88
OTHER INCOME (DEDUCTIONS)
Interest expense	(26		)	(25		)	(51		)	(46		)
Benefits associated with differential membership interests - net	5			—			7			—
Equity in earnings of equity method investees	—			—			(1)			—
Other - net	(1		)	—			—			—
Total other deductions - net	(22		)	(25		)	(45		)	(46		)
INCOME BEFORE INCOME TAXES	28			29			38			42
INCOME TAXES	5			6			8			12
NET INCOME	23			$	23		30			$	30
Less net income attributable to noncontrolling interest(b)	19						26
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	4					$	4
Weighted average number of common units outstanding - basic and assuming dilution	20.1						19.4
Earnings per common unit attributable to NextEra Energy Partners, LP - basic and assuming dilution	$	0.16					$	0.24

____________________

(a) Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

(b) The calculation of net income attributable to noncontrolling interest includes the pre-acquisition net income of the 2015 acquisitions. See Note 2.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2014 Consolidated Financial Statements.

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NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(millions)

(unaudited)

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2015		2014(a)			2015			2014(a)
NET INCOME	$	23	$	23		$	30		$	30
Net unrealized gains (losses) on cash flow hedges:
Effective portion of net unrealized gains (losses) (net of income tax benefit (expense) of ($2), less than ($1), less than ($1) and less than $1, respectively)	9		(7		)	2			(13		)
Reclassification from accumulated other comprehensive loss to net income (net of income tax expense of less than $1 for each of the periods presented)	2		1			3			2
Unrealized gain (losses) on foreign currency translation (net of income tax benefit of less than $1, $0, $1 and $0, respectively)	—		4			(10		)	(3		)
Total other comprehensive gain (loss), net of tax	11		(2		)	(5		)	(14		)
COMPREHENSIVE INCOME	34		$	21		25			$	16
Less comprehensive income attributable to noncontrolling interest(b)	27					21
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	7				$	4

____________________

(a) Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

(b) The calculation of comprehensive income attributable to noncontrolling interest includes the pre-acquisition comprehensive income of the 2015 acquisitions. See Note 2.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2014 Consolidated Financial Statements.

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NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions)

(unaudited)

	June 30, 2015			December 31, 2014(a)
ASSETS
Current assets:
Cash and cash equivalents	$	100		$	103
Accounts receivable	51			32
Due from related parties	38			219
Restricted cash ($13 and $55 related to VIEs, respectively)	23			82
Prepaid expenses	2			4
Other current assets	11			10
Total current assets	225			450
Non-current assets:
Property, plant and equipment - net ($713 and $722 related to VIEs, respectively)	3,199			3,276
Construction work in progress	1			9
Deferred income taxes	154			144
Investments in equity method investees - VIEs	45			19
Other non-current assets	95			90
Total non-current assets	3,494			3,538
TOTAL ASSETS	$	3,719		$	3,988
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	18		$	119
Short-term debt	325			—
Due to related parties	24			37
Current maturities of long-term debt	89			86
Accrued interest	25			23
Other current liabilities	20			21
Total current liabilities	501			286
Non-current liabilities:
Long-term debt	1,869			1,847
Deferral related to differential membership interests - VIEs	418			428
Accumulated deferred income taxes	59			75
Asset retirement obligation	29			28
Non-current due to related party	16			19
Other non-current liabilities	23			25
Total non-current liabilities	2,414			2,422
TOTAL LIABILITIES	2,915			2,708
COMMITMENTS AND CONTINGENCIES
EQUITY
Limited partners (common units issued and outstanding - 21.3 and 18.7, respectively)	688			551
Accumulated other comprehensive loss	(3		)	(3		)
Noncontrolling interest	119			732
TOTAL EQUITY	804			1,280
TOTAL LIABILITIES AND EQUITY	$	3,719		$	3,988

____________________

(a) Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2014 Consolidated Financial Statements.

10

NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)

(unaudited)

	Six Months Ended June 30,
	2015			2014(a)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	30		$	30
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	60			43
Amortization of deferred financing costs	3			3
Deferred income taxes	7			11
Benefits associated with differential membership interests - net	(7		)	—
Other - net	2			—
Changes in operating assets and liabilities:
Accounts receivable	(9		)	(17		)
Prepaid expenses and other current assets	—			(2		)
Other non-current assets	(3		)	—
Accounts payable and accrued expenses	(3		)	—
Due to related parties	(1		)	13
Other current liabilities	3			13
Other non-current liabilities	(1		)	—
Net cash provided by operating activities	81			94
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(74		)	(97		)
Proceeds from convertible investment tax credits	—			306
Acquisitions of projects	(716		)	—
Changes in restricted cash	59			(344		)
Payments from related parties under CSCS agreement - net	174			—
Net cash used in investing activities	(557		)	(135		)
CASH FLOWS FROM FINANCING ACTIVITIES
Partners/Members' contributions	41			374
Partners/Members' distributions	(37		)	(247		)
Payments to differential membership investors	(2		)	—
Net change in short-term debt	325			—
Repayment of amount due to related party	(22		)	—
Issuances of long-term debt	153			15
Deferred financing costs	(2		)	—
Retirements of long-term debt	(91		)	(22		)
Proceeds from issuance of common units, net	106			—
Net cash provided by financing activities	471			120
Effect of exchange rate changes on cash	2			1
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(3		)	80
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	103			32
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	100		$	112
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	$	47		$	25
Partners/Members' noncash distributions	$	5		$	481
Members’ noncash contributions for construction costs and other expenditures	$	52		$	133
Members' noncash contributions of other investments	$	26		$	—
Change in accrued CITC that results in a reduction to property, plant and equipment, net	$	13		$	150
New asset retirement obligation additions	$	—		$	1
Change in accrued but not paid for capital expenditures	$	3		$	26
Noncash reclassification of distributions to due from related parties	$	7		$	—
Noncash member contribution upon transition from predecessor method	$	3		$	—

____________________

(a) Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2014 Consolidated Financial Statements.

11

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the 2014 Consolidated Financial Statements. In the opinion of NEP management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period generally will not give a true indication of results for the year, and the results of operations for the accounting predecessor are not indicative of the actual level of expense that would have been incurred had NEP operated as a publicly-traded company during the period prior to the completion of its IPO on July 1, 2014.

1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Restricted Cash - At June 30, 2015 and December 31, 2014, approximately $13 million and $55 million, respectively, of current restricted cash on NEP's condensed consolidated balance sheets represents cash to fund certain construction costs. In addition, at December 31, 2014 approximately $22 million of current restricted cash, also included in due to related parties on NEP's condensed consolidated balance sheets, represents CITC proceeds due to NEECH. The remaining current restricted cash and approximately $3 million of other non-current assets on NEP’s condensed consolidated balance sheets as of both June 30, 2015 and December 31, 2014, are held by subsidiaries to pay for certain capital or operating expenditures as well as to fund required equity contributions pursuant to restrictions contained in the debt agreements. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

Revenue Recognition - In July 2015, the FASB approved the deferral of the effective date of the new accounting standard related to the recognition of revenue from contracts with customers and required disclosures. The standard is now effective for NEP beginning January 1, 2018. NEP is currently evaluating the effect the adoption of this standard will have, if any, on its financial statements.

Noncontrolling Interests - After the completion of NEP's IPO, NEP owned a controlling, non-economic general partnership interest and a 20.1% limited partnership interest in NEP OpCo and NEE Equity owned a noncontrolling 79.9% limited partnership interest in NEP OpCo. NEP's limited partnership interest in NEP OpCo increased to 22.2% on May 12, 2015. See Equity below. The following table reflects the changes in NEP's noncontrolling interest balance for the six months ended June 30, 2015:

	Noncontrolling Interest
	(millions)
Noncontrolling interest at December 31, 2014(a)	$	333
Net assets of the second quarter 2015 acquisitions and carryover basis corrections(b) as of December 31, 2014	399
Balance at December 31, 2014(c)	732
Payment to NEE for the 2015 acquisitions	(716		)
Cash distributions	(30		)
Noncash distributions	(7		)
Noncash contributions(d)	119
Comprehensive income attributable to noncontrolling interest, including pre-acquisition net income of the 2015 acquisitions	21
Noncontrolling interest at June 30, 2015	$	119

____________________

(a) As reported in the 2014 Consolidated Financial Statements.

(b) Carryover basis corrections are adjustments to property, plant and equipment - net, a net increase of approximately $51 million, related to capitalized interest and other carryover basis adjustments to assets previously acquired under common control and a related decrease in non-current deferred income tax assets of $3 million.

(c) Retrospectively adjusted. See Note 2 for a discussion of the 2015 acquisitions.

(d) Primarily construction-related contributions between January 1, 2015 and the respective acquisition dates.

Equity - On May 12, 2015, NEP completed the sale of 2,594,948 common units representing limited partnership interests in NEP in a private placement for an aggregate purchase price of approximately $109 million, or $41.87 per common unit. NEP used the proceeds, net of approximately $3 million in fees and expenses relating to the offering, from this private placement to fund a portion of the purchase price payable in the May 2015 project acquisitions discussed in Note 2. The issuance of additional common units resulted in the increase of NEP's limited partnership interest in NEP OpCo to 22.2%.

On August 3, 2015, NEP declared a distribution of $0.2350 per common unit payable on August 14, 2015 to its unitholders of record on August 11, 2015.

Variable Interest Entities (VIEs) - At June 30, 2015, NEP has two VIEs which it consolidates. Certain investors that hold no equity interest in these VIEs hold differential membership interests, which give them the right to receive a portion of the economic attributes of these wind electric generating facilities, including certain tax attributes. The assets and liabilities of the VIEs, consisting primarily

12

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

of property, plant and equipment and deferral related to differential membership interests, totaled approximately $760 million and $460 million at June 30, 2015, respectively, and approximately $812 million and $555 million at December 31, 2014, respectively.

At June 30, 2015 and December 31, 2014, the equity investment described in Note 2 totaled approximately $39 million and $14 million, respectively, and is reflected as investments in equity method investees - VIEs on the condensed consolidated balance sheets and is attributable to the noncontrolling interest. All equity in earnings of the equity method investees is allocated to net income attributable to noncontrolling interest. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

Immaterial Restatement - Subsequent to the issuance of NEP's combined financial statements as of June 30, 2014, it was determined that other comprehensive loss for the three and six months ended June 30, 2014 was understated by approximately $3 million and $4 million, respectively, deferred tax assets and deferred tax liabilities were overstated by $3 million and $4 million, respectively, and equity was understated by $5 million as of June 30, 2014. As a result, the prior period in the accompanying condensed consolidated financial statements and the Notes thereto have been corrected to appropriately reflect these balances.

2. ACQUISITIONS

On April 28, 2015, a subsidiary of NEP made an equity investment in three NEER solar projects currently under construction in California (the equity investment). Once completed, the solar projects are expected to have a total generating capacity of 277 MW. Through a series of transactions, a subsidiary of NEP issued 1,000,000 NEP OpCo Class B Units, Series 1 and 1,000,000 NEP OpCo Class B Units, Series 2, to NEER for 50% of the ownership interests in the three solar projects. NEER, as holder of the Class B Units, will retain 100% of the economic rights in the projects to which the respective Class B Units relate, including the right to all distributions paid by the project subsidiaries that own the projects to NEP OpCo. NEER has agreed to indemnify NEP against all risks relating to NEP’s ownership of the projects and construction of the projects until NEER offers to sell economic interests to NEP and NEP accepts such offer, if NEP chooses to do so. NEER has also agreed to continue to manage the construction and operation of the projects at its own cost, and to contribute to the projects any capital necessary for the construction and operation of the projects, until NEER offers to sell economic interests to NEP and NEP accepts such offer.

On May 12, 2015, a subsidiary of NEP completed the acquisition from NEER of (1) Ashtabula Wind III, LLC, a project company that owns an approximately 62 MW wind generating facility located in North Dakota; (2) Baldwin Wind Holdings, LLC, which indirectly owns an approximately 102 MW wind generating facility located in North Dakota; (3) Mammoth Plains Wind Project Holdings, LLC, which indirectly owns Mammoth Plains, an approximately 199 MW wind generating facility located in Oklahoma; and (4) FPL Energy Stateline Holdings, L.L.C., which indirectly owns Stateline, a 300 MW wind generating facility located in Oregon and Washington, for total consideration of approximately $424 million in cash consideration, excluding post-closing working capital and other adjustments, and the assumption of approximately $269 million in existing debt and tax equity financing. The equity investment on April 28, 2015 and the acquisition of wind projects on May 12, 2015 are collectively referred to as the second quarter 2015 acquisitions.

The following is a summary of assets and liabilities transferred in connection with the second quarter 2015 acquisitions and corrections to property, plant and equipment - net related to assets previously acquired under common control and non-current deferred income tax assets (see Note 1 - Noncontrolling Interests).

	Assets Acquired and Liabilities Assumed
	(millions)
Current assets	$	23
Property, plant and equipment - net	678
Non-current assets	61
Total assets	762
Deferral related to differential membership interests - VIE	177
Other current and non-current liabilities	124
Total liabilities	301
Net assets acquired	$	461

The 2015 acquisitions, which includes the second quarter 2015 acquisitions and the acquisitions of Palo Duro and Shafter in the first quarter of 2015, were transfers of assets between entities under common control, which required them to be accounted for as if the transfers occurred since the inception of common control, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying condensed consolidated financial statements have been retrospectively adjusted to include the historical results and financial position of the 2015 acquisitions prior to their respective acquisition dates.

13

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

NEP entered into an agreement, effective July 31, 2015, to acquire the membership interests in NET Midstream, a developer, owner and operator of a portfolio of seven long-term contracted natural gas pipeline assets located in Texas.  See Management’s Discussion - Overview.

3. INCOME TAXES

For periods ending prior to July 1, 2014, income taxes are calculated using the separate return method for each of the project entities acquired in connection with the IPO that are structured as corporations or as limited liability companies. For the 2015 acquisitions, income taxes are calculated using the separate return method for periods prior to their respective acquisition dates. Income taxes are not included for entities that are structured as flow through entities (partnerships) electing to be taxed as partnerships.

For periods after the date a project is acquired by NEP (NEP acquisition date), taxes are calculated for NEP as a single taxpaying entity for U.S. federal and state income tax purposes (based on its election to be taxed as a corporation). Because NEP OpCo is a limited partnership electing to be taxed as a partnership for U.S. federal and state income tax purposes, NEP has only included its 20.1% (22.2% after May 12, 2015) proportionate share of U.S. income taxes. The U.S. income taxes on the remaining 79.9% (77.8% after May 12, 2015) of NEP OpCo earnings were allocated to NEE Equity and are not included in NEP's condensed consolidated financial statements. The Canadian subsidiaries are all Canadian taxpayers subject to Canadian income tax, and therefore all Canadian taxes are included in NEP's condensed consolidated financial statements. NEE Equity's share of Canadian taxes is included in net income attributable to noncontrolling interest in NEP's condensed consolidated financial statements.

The effective tax rate for the three months ended June 30, 2015 and 2014 was approximately 18% and 21%, respectively. The effective tax rate for the six months ended June 30, 2015 and 2014 was approximately 21% and 29%, respectively. For periods ending prior to July 1, 2014, the effective tax rate is affected by recurring items, such as the relative amount of income earned in jurisdictions, the 50% tax basis reduction due to CITCs that are recognized when assets are placed into service, and valuation allowances on deferred tax assets. Additionally, in periods ending after July 1, 2014, the effective tax rate is affected by taxes attributable to the noncontrolling interest, and the taxation of Canadian income in both Canada and the U.S.

4. FAIR VALUE MEASUREMENTS

The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. NEP uses several different valuation techniques to measure the fair value of assets and liabilities relying primarily on the market approach of using prices and other market information for identical or comparable assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of its assets and liabilities and the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. All transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

Cash Equivalents - Cash equivalents, which are included in cash and cash equivalents and restricted cash on the condensed consolidated balance sheets, consist of short-term, highly liquid investments with original maturities of three months or less. NEP primarily holds these investments in money market funds. The fair value of these funds is calculated using current market prices.

Interest Rate Swaps and Foreign Currency Contracts - NEP estimates the fair value of its derivatives using a discounted cash flows valuation technique based on the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, foreign currency exchange rates, current interest rates and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy. At June 30, 2015, the fair value of NEP's foreign currency contracts is less than $1 million.

14

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:

	June 30, 2015						December 31, 2014
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(millions)
Assets:
Cash equivalents	$	57	$	—	$	57	$	104	$	—	$	104
Interest rate swaps	—		5		5		—		2		2
Total assets	$	57	$	5	$	62	$	104	$	2	$	106
Liabilities:
Interest rate swaps	$	—	$	11	$	11	$	—	$	11	$	11
Total liabilities	$	—	$	11	$	11	$	—	$	11	$	11

Fair Value of Financial Instruments Recorded at the Carrying Amount - The carrying amounts of accounts receivable approximate their fair values. The carrying amounts and estimated fair values of other financial instruments, excluding assets and liabilities which are recorded at fair value and disclosed above, are as follows:

	June 30, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Notes receivable(a)	$	20	$	20	$	20	$	20
Long-term debt, including current maturities(b)	$	1,958	$	2,001	$	1,933	$	2,008

____________________

(a) Fair value approximates carrying amount as they bear interest primarily at variable rates and have long-term maturities (Level 2) and are included in other assets on the condensed consolidated balance sheets.

(b) Fair value is estimated based on the borrowing rates as of each date for similar issues of debt with similar remaining maturities (Level 2).

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY

NEP recognizes all derivative instruments, when required to be marked to market, on the balance sheet as either assets or liabilities and measures them at fair value each reporting period. In connection with certain debt financings, NEP entered into interest rate swap agreements to manage interest rate cash flow risk. Under the interest rate swap agreements, NEP pays a fixed rate of interest and receives a floating rate of interest over the term of the agreements without the exchange of the underlying notional amounts. These agreements allow NEP to offset the variability of its floating-rate loan interest cash flows with the variable interest cash flows received from the interest rate swap agreements. The commencement and termination dates of the interest rate swap agreements and the related hedging relationship coincide with the corresponding dates of the underlying variable-rate debt instruments, with maturity dates through 2032. As of June 30, 2015 and December 31, 2014, the combined notional amounts of the swap agreements were approximately $338 million and $361 million, respectively. In order to apply hedge accounting, the transactions must be designated as hedges and must be highly effective in offsetting the hedged risk. For interest rate swaps, generally NEP assesses a hedging instrument’s effectiveness by using non-statistical methods including dollar value comparisons of the change in the fair value of the derivative to the change in the fair value or cash flows of the hedged item. Hedge effectiveness is tested at the inception of the hedge and on at least a quarterly basis throughout the hedge’s life. The effective portion of changes in the fair value of derivatives accounted for as cash flow hedges are deferred and recorded as a component of accumulated other comprehensive income (loss) (AOCI). The amounts deferred in AOCI are recognized in earnings in the period(s) during which the transaction being hedged affects earnings. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss, is reported in current earnings. A portion of certain of these hedges were ineffective as of June 30, 2015 and, as a result, less than $1 million was reclassified into earnings during the three and six months ended June 30, 2015.

Approximately $7 million of net losses included in AOCI at June 30, 2015, is expected to be reclassified into interest expense within the next 12 months as interest payments are made. Such amount assumes no change in interest rates. Cash flows from these interest rate swap contracts are reported in cash flows from operating activities in NEP's condensed consolidated statements of cash flows.

15

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

The fair values of NEP's derivative instruments designated as cash flow hedging instruments are included on NEP's condensed consolidated balance sheets as follows:

	June 30, 2015				December 31, 2014
	Assets		Liabilities		Assets		Liabilities
	(millions)
Interest rate swaps:
Other non-current assets	$	8	$	—	$	5	$	—
Other current liabilities	$	3	$	4	$	3	$	3
Other non-current liabilities	$	—	$	7	$	—	$	8

Gains (losses) related to NEP's cash flow hedges are recorded in NEP's condensed consolidated financial statements as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015		2014
	(millions)
Interest rate swaps:
Gains (losses) recognized in other comprehensive income	$	11	$	(7	)	$	2	$	(13	)
Losses reclassified from AOCI to net income(a)	$	2	$	1		$	3	$	2

____________________

(a)  Included in interest expense.

In January 2015, NEP entered into certain foreign currency exchange contracts to economically hedge its cash flows from foreign currency rate fluctuations. As of June 30, 2015, the notional amount of the foreign currency contracts was approximately $22 million. During the three and six months ended June 30, 2015, NEP recorded approximately $1 million of losses and less than $1 million of losses, respectively, related to the foreign currency contracts in other - net in the condensed consolidated statements of income.

6. DEBT

Significant short-term and long-term debt issuances and borrowings by subsidiaries of NEP during the six months ended June 30, 2015 were as follows:

Date Issued	Debt Issuances/Borrowings	Interest Rate	Principal Amount			Maturity Date
			(millions)
January - February 2015	Senior secured revolving credit facility	Variable(a)	$	122	(b)	2019
May 2015	Short-term term loan	Variable(a)	$	313		2016
June 2015	Short-term cash grant bridge loan	Variable(a)	$	12		2016
June 2015	Limited-recourse term loan	4.52%	$	31		2033

————————————

(a) Variable rate is based on an underlying index plus a margin.

(b) At June 30, 2015, $79 million is outstanding under the revolving credit facility.

In connection with the second quarter 2015 acquisitions, NEP assumed certain long-term debt agreements including the following:

Debt Assumed	Interest Rate	Principal Amount		Maturity Date
		(millions)
Senior secured notes	6.25%	$	76	2031
Bank loan	Variable(a)	$	22	2017

————————————

(a) Variable rate is based on an underlying index plus a margin.

The long-term debt agreements listed above are secured by liens on certain assets and contain provisions which, under certain conditions, restrict the payment of distributions or related party fee payments. At June 30, 2015, Stateline's projected debt service coverage ratio, as defined in the existing bank loan agreement, was estimated to be below the ratio to allow Stateline to make

16

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

distributions to NEP or any related party fee payments to NEER. Stateline has not made any related party fee payments to NEER subsequent to falling below the required ratio in the second quarter of 2012.

On July 29, 2015, a subsidiary of NEP borrowed approximately $81 million under a limited-recourse senior secured term loan agreement that matures in December 2026. See Part II - Item 5 for further discussion. The proceeds of the term loan were used, in part, to repay Stateline's bank loan. With this refinancing, Stateline is expected to make distributions to NEP and related party fee payments to NEER.

On July 31, 2015, $50 million was repaid on the revolving credit facility, bringing the outstanding balance to $29 million as of that date.

7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Three months ended June 30, 2015
Balances, March 31, 2015	$	(11	)	$	(49	)	$	(60	)
Other comprehensive income before reclassification	9			—			9
Amounts reclassified from AOCI to interest expense	2			—			2
Net other comprehensive income	11			—			11
Balances, June 30, 2015	—			(49		)	(49		)
AOCI attributable to noncontrolling interest	(2		)	(44		)	(46		)
AOCI attributable to NEP, June 30, 2015	$	2		$	(5	)	$	(3	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Six months ended June 30, 2015
Balances, December 31, 2014	$	(5	)	$	(39	)	$	(44	)
Other comprehensive income (loss) before reclassification	2			(10		)	(8		)
Amounts reclassified from AOCI to interest expense	3			—			3
Net other comprehensive income (loss)	5			(10		)	(5		)
Balances, June 30, 2015	—			(49		)	(49		)
AOCI attributable to noncontrolling interest	(2		)	(44		)	(46		)
AOCI attributable to NEP, June 30, 2015	$	2		$	(5	)	$	(3	)

17

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Total
	(millions)
Three months ended June 30, 2014
Balances, March 31, 2014	$	4		$	(32	)	$	(28	)
Other comprehensive income (loss) before reclassification	(7		)	4			(3		)
Amounts reclassified from AOCI to interest expense	1			—			1
Net other comprehensive income (loss)	(6		)	4			(2		)
Balances, June 30, 2014	$	(2	)	$	(28	)	$	(30	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Six months ended June 30, 2014
Balances, December 31, 2013	$	9		$	(25	)	$	(16	)
Other comprehensive loss before reclassification	(13		)	(3		)	(16		)
Amounts reclassified from AOCI to interest expense	2			—			2
Net other comprehensive loss	(11		)	(3		)	(14		)
Balances, June 30, 2014	$	(2	)	$	(28	)	$	(30	)

8. RELATED PARTY TRANSACTIONS

Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus actual costs incurred in connection with certain O&M and administrative services performed under these agreements. NEP’s O&M expenses for the three months ended June 30, 2015 and 2014 include approximately $2 million and $1 million, respectively, and $3 million and $2 million for the six months ended June 30, 2015 and 2014, respectively, related to such services. Additionally, Northern Colorado pays an affiliate for transmission services. NEP’s transmission expense for the three and six months ended June 30, 2015 and 2014 represents the fees paid for these services. At June 30, 2015 and December 31, 2014, the net payables for these services, as well as for payroll and other payments made on behalf of these projects, were approximately $17 million and $13 million, respectively, and are included in due to related parties on NEP's condensed consolidated balance sheets.

Management Services Agreement - Effective July 1, 2014, subsidiaries of NEP entered into a MSA with indirect wholly owned subsidiaries of NEE, under which operational, management and administrative services are provided to NEP, including managing NEP’s day to day affairs and providing individuals to act as NEP GP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo will pay NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which will be paid in quarterly installments of $1 million with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo will also make certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its Class A unitholders (IDR Fees). NEP’s O&M expenses for the three and six months ended June 30, 2015 include approximately $1 million and $2 million, respectively, related to payments made under the MSA. There was no expense for the three and six months ended June 30, 2014 related to the MSA.

Cash Sweep and Credit Support Agreement - Effective July 1, 2014, NEP OpCo entered into a CSCS agreement with NEER, under which NEER and certain of its subsidiaries may provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo will pay NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s expense for the three and six months ended June 30, 2015 includes

18

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

approximately $1 million and $2 million, respectively, related to payments made under the CSCS agreement. There was no expense for the three and six months ended June 30, 2014 related to the CSCS agreement.

NEER and certain of its subsidiaries may withdraw funds received by NEP OpCo under the CSCS agreement, or its subsidiaries in connection with certain of the long-term debt agreements, (Project Sweeps), and hold those funds in accounts belonging to NEER or its subsidiaries to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its subsidiaries may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo otherwise demands the return of such funds. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on credit support provided by NEER in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings. The cash sweep amount held in accounts belonging to NEER or its subsidiaries as of June 30, 2015 and December 31, 2014 were approximately $38 million and $218 million, respectively, and are included in due from related parties on NEP’s condensed consolidated balance sheets.

Guarantees and Letters of Credit Entered into by Related Parties - Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain of the financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. In addition, certain interconnection agreements and site certificates require letters of credit or a bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER as described above. As of June 30, 2015, NEECH guaranteed or provided letters of credit or bonds totaling approximately $602 million related to these obligations. Agreements related to the sale of differential membership interests require NEER to guarantee payment of construction-related expenses that were not yet paid before the sale of the differential membership interests in VIEs as well as payments due by the VIEs and indemnifications to the VIEs' respective investors. As of June 30, 2015, NEER guaranteed a total of approximately $53 million related to these obligations.

Due to Related Party - As of June 30, 2015 and December 31, 2014, the approximately $16 million reported in non-current due to related party on NEP's condensed consolidated balance sheets represents an amount due from Palo Duro to NEER to refund NEER for certain transmission costs paid on behalf of Palo Duro. Amounts will be paid to NEER as Palo Duro receives payments from a third party for a related note receivable in the amount of approximately $16 million recorded in other non-current assets on NEP’s condensed consolidated balance sheets. At December 31, 2014, approximately $2 million reported in non-current due to related party on the accompanying condensed consolidated balance sheets represents amounts owed to NEER or NEER subsidiaries for reimbursement of turbine replacement costs as well as for fees related to O&M agreements and ASAs discussed above that Stateline is currently unable to pay due to debt covenant restrictions.

Development, Engineering and Construction Commitments - During the six months ended June 30, 2015, NEER purchased and contributed approximately $24 million under several engineering, procurement and construction contracts related to the procurement of materials and services for certain NEP assets and for which costs were capitalized in construction work in progress. There were no such purchases or contributions in the three months ended June 30, 2015 or the three and six months ended June 30, 2014.

9. COMMITMENTS AND CONTINGENCIES

Land Use Commitments - The project owners are parties to various agreements that provide for payments to landowners for the right to use the land upon which the projects are located. These leases and easements can typically be renewed by the project owners for various periods. The annual fees range from minimum rent payments varying by lease to maximum rent payments of a certain percentage of gross revenues, varying by lease. Total lease expense was approximately $3 million and $4 million for the three months ended June 30, 2015 and 2014, respectively, and $7 million for each of the six months ended June 30, 2015 and 2014, and is included in operations and maintenance expenses in NEP's condensed consolidated statements of income.

Genesis' land lease includes a right-of-way lease/grant that provides for payments to the BLM for the right to use the public lands upon which the project is located. The lease may be renewed at expiration at Genesis' option and will be subject to the regulations existing at the time of renewal. In connection with the terms of this lease, Genesis obtained a surety bond from a non-affiliated party in favor of the BLM for approximately $23 million. The surety bond remains in effect until the BLM is satisfied that there is no outstanding liability on the bond or satisfactory replacement bond coverage is furnished.

The related minimum and varying lease payments are based on fair value. Certain of these payments are considered contingent rent and, therefore, expense is recognized as incurred.

19

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

(unaudited)

The total minimum non-cancelable rental commitments at June 30, 2015 under these land use agreements are as follows:

	Land Use Commitments
	(millions)
Remainder of 2015	$	4
2016	6
2017	6
2018	7
2019	7
2020	7
Thereafter	178
Total minimum land use payments	$	215

Letter of Credit Facility - Genesis entered into a letter of credit (LOC) facility, under which the LOC lender may issue standby letters of credit not to exceed approximately $83 million, with a maturity date of August 15, 2017. The purpose and amounts of letters of credit outstanding as of June 30, 2015 are as follows:

LOC Facility Purpose	Amount		Outstanding Dates
	(millions)
PPA security	$	25	September 2011 - Maturity
Large generator interconnection agreement obligations	8		September 2011 - Maturity
O&M reserve	10		December 2013 - Maturity
Debt service reserve	35		August 2014 - Maturity
Total	$	78

Canadian FIT Contracts - The FIT contracts relating to Summerhaven, Conestogo and Bluewater require suppliers to source a minimum percentage of their equipment and services from Ontario resident suppliers to meet the minimum required domestic content level (MRDCL). The MRDCL for Summerhaven and Conestogo is 25% and the MRDCL for Bluewater is 50%. Following their respective CODs, Summerhaven, Conestogo and Bluewater submitted reports to the IESO summarizing how they achieved the MRDCL for their respective projects (domestic content reports) and the IESO issued letters to Summerhaven, Conestogo and Bluewater acknowledging the completeness of their domestic content reports. The IESO has the right to audit the Summerhaven, Conestogo and Bluewater projects for a period of up to 7 years post-COD to confirm that they complied with the domestic content requirements under their respective FIT contracts and achieved their respective MRDCLs. The failure by any of these projects to achieve its MRDCL could result in a default by such project under its FIT contract, which default may not be possible to cure and could result in a termination of its FIT contract, without compensation, by the IESO. A termination of the FIT contract for Summerhaven, Conestogo or Bluewater could negatively affect revenues generated by such project and have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

NEP is a growth-oriented limited partnership formed by NEE to acquire, manage and own contracted clean energy projects with stable long-term cash flows. NEP owns a controlling, non-economic general partnership interest and a 22.2% limited partnership interest in NEP OpCo. Through NEP OpCo, NEP owns a portfolio of contracted renewable generation assets consisting of wind and solar projects.

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2014 Form 10-K and the 2014 Consolidated Financial Statements. In the opinion of NEP management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period generally will not give a true indication of results for the year, and the results of operations for the accounting predecessor are not indicative of the actual level of expense that would have been incurred had NEP operated as a publicly-traded company during the period prior to the completion of the IPO.

Following NEP’s IPO, NEP has consolidated the results of NEP OpCo and its subsidiaries through its controlling interest in the general partner of NEP OpCo. NEP owns a 22.2% limited partnership interest in NEP OpCo and NEE Equity owns a noncontrolling 77.8% limited partnership interest in NEP OpCo. NEP's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interest.

NEP acquired projects during the six months ended June 30, 2015 as further described in Note 2. The acquisitions were a transfer of assets between entities under common control, which required them to be accounted for as if the transfers occurred since the inception of common control, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying condensed consolidated financial statements have been retrospectively adjusted to include the historical results and financial position of the 2015 acquisitions prior to their respective acquisition dates.

For all periods prior to the IPO on July 1, 2014, the accompanying condensed consolidated financial statements represent the combination of the assets that NEP acquired and were prepared using NEE’s historical basis in the assets and liabilities. For all periods subsequent to the IPO, the accompanying condensed consolidated financial statements represent the consolidated results of NEP.

NEP expects to take advantage of trends in the North American energy industry, including the addition of clean energy projects as aging or uneconomic generation facilities are phased out, increased demand from utilities for renewable energy to meet state RPS and improving competitiveness of clean energy generated from wind and solar projects relative to other fuels. NEP plans to focus on high-quality, long-lived projects operating under long-term contracts with creditworthy counterparties that are expected to produce stable long-term cash flows. NEP believes its cash flow profile, geographic and technological diversity, cost-efficient business model and relationship with NEE will provide NEP with a significant competitive advantage and enable NEP to execute its business strategy.

NEP entered into an agreement, effective July 31, 2015, to acquire the membership interests in NET Midstream, a developer, owner and operator of a portfolio of seven long-term contracted natural gas pipeline assets located in Texas (NET Midstream acquisition). The NET Midstream pipeline portfolio has total existing capacity of approximately 4 billion cubic feet (Bcf) per day, of which 3 billion Bcf per day is currently contracted with firm ship-or-pay contracts. There are planned expansion projects for the three largest pipelines in the portfolio that, if completed, are expected to provide an additional 0.9 Bcf per day of contracted volumes. NEP expects to complete the NET Midstream acquisition early in the fourth quarter of 2015, subject to the satisfaction or waiver of certain customary closing conditions, for an aggregate purchase price of approximately $2 billion, less the assumption of debt of NET Midstream and its subsidiaries at closing. The purchase price is subject to (i) a $200 million holdback payable, in whole or in part, upon satisfaction of financial performance and capital expenditure thresholds relating to planned expansion projects, (ii) a $200 million holdback to be retained by NEP for an 18-month period to satisfy any indemnification obligations of the sellers and (iii) certain adjustments for working capital. The $200 million indemnity holdback may be reduced by up to $10 million depending on certain post-closing employee retention thresholds. NEP intends to use available cash, any remaining capacity on its revolving credit facility, and the proceeds from future indebtedness and equity issuances to fund the NET Midstream acquisition.

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Results of Operations

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014(a)			2015			2014(a)
	(millions)
Statement of Operations Data:
OPERATING REVENUES	$	107		$	99		$	194		$	170
OPERATING EXPENSES
Operations and maintenance	23			20			43			35
Depreciation and amortization	30			23			60			43
Transmission	1			1			1			1
Taxes other than income taxes and other	3			1			7			3
Total operating expenses	57			45			111			82
OPERATING INCOME	50			54			83			88
OTHER INCOME (DEDUCTIONS)
Interest expense	(26		)	(25		)	(51		)	(46		)
Benefits associated with differential membership interests - net	5			—			7			—
Equity in earnings of equity method investees	—			—			(1		)	—
Other - net	(1		)	—			—			—
Total other deductions - net	(22		)	(25		)	(45		)	(46		)
INCOME BEFORE INCOME TAXES	28			29			38			42
INCOME TAXES	5			6			8			12
NET INCOME	$	23		$	23		$	30		$	30

_________________________

(a) Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

Three Months Ended June 30, 2015, Compared to Three Months Ended June 30, 2014

Operating Revenues

Operating revenues primarily consist of income from the sale of energy under PPAs. Operating revenues increased $8 million during the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to revenues of approximately $16 million related to the commencement of commercial operations at Bluewater in July 2014, Mammoth Plains in November 2014, Palo Duro in December 2014 and Shafter in May 2015, partially offset by lower generation in 2015 due primarily to lower wind resource.

	Three Months Ended   June 30,
	2015		2014
	(dollars in millions)
Operating revenues	$	107	$	99
Generation	1,469 GWh		1,058 GWh

Operating Expenses

Operations and Maintenance

O&M expenses include interconnection costs, labor expenses, turbine servicing costs, lease royalty payments, property taxes, insurance, materials, supplies, shared services and administrative expenses attributable to NEP's projects, and costs and expenses under ASAs and O&M agreements. O&M expenses also include the cost of maintaining and replacing certain parts for the projects in the portfolio to maintain, over the long-term, operating income or operating capacity. O&M expense increased $3 million for the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to the commencement of commercial operations at Bluewater in July 2014, Mammoth Plains in November 2014, Palo Duro in December 2014 and Shafter in May 2015.

Depreciation and Amortization

Depreciation and amortization expense reflects costs associated with depreciation and amortization of NEP's assets, based on consistent depreciable asset lives and depreciation methodologies. For all of the U.S. projects except Mammoth Plains and Palo Duro, CITCs have been elected, or are expected to be elected, and are recorded as a reduction in property, plant and equipment

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- net on the condensed consolidated balance sheets and amortized as a reduction to depreciation and amortization expense over the estimated life of the related property. Depreciation and amortization expense also includes a provision for wind and solar facility dismantlement, asset removal costs and accretion related to asset retirement obligations.

Depreciation and amortization expense increased $7 million during the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to the commencement of commercial operations at Bluewater in July 2014, Mammoth Plains in November 2014, Palo Duro in December 2014 and Shafter in May 2015.

Other Income (Deductions)

Interest Expense

Interest expense primarily consists of interest under project financings, partially offset by interest capitalization on qualified expenditures. Interest expense increased $1 million during the three months ended June 30, 2015, as compared to the three months ended June 30, 2014, primarily due to new financings including those related to Genesis and Bluewater in June 2014 and draws on the existing revolving credit facility in 2015 (see Note 6), partially offset by repayment of debt with CITC proceeds at Genesis and normal debt amortization.

Income Taxes

For periods prior to the NEP acquisition date, income taxes are calculated on the predecessor method using the separate return method for each of the project entities structured as limited liability companies or corporations. Income taxes are not included for entities that are structured as flow through entities (partnerships).

For periods after the NEP acquisition date, income taxes are calculated on the successor method where taxes are calculated for NEP as a single taxpaying corporation for U.S. federal and state income tax purposes. Because NEP OpCo is a limited partnership electing to be taxed as a partnership, NEP only recognizes in income its proportionate share of U.S. income taxes related to both the U.S. and Canadian projects, allocated by NEP OpCo. The Canadian subsidiaries are all Canadian taxpayers, and therefore, NEP recognizes in income all of the Canadian taxes.

For periods after the NEP acquisition date, income tax expense includes 20.1% of U.S. taxes (22.2% after May 12, 2015) and 100% of Canadian taxes. Net income or loss attributable to noncontrolling interest includes no U.S. taxes and 79.9% of Canadian taxes (77.8% after May 12, 2015). Net income attributable to NEP includes 20.1% of U.S. (22.2% after May 12, 2015) and Canadian taxes.

For the three months ended June 30, 2015, NEP recorded income tax expense of approximately $5 million, resulting in an effective tax rate of 18%. The tax expense is comprised of income tax of approximately $9 million at the statutory rate of 35% and foreign taxes of $3 million offset by $7 million of taxes attributable to noncontrolling interest.

For the three months ended June 30, 2014, NEP recorded income tax expense of approximately $6 million resulting in an effective tax rate of 21%. The tax expense was largely driven by valuation allowances against deferred tax assets, partially offset by CITC benefit, both at Genesis.

Due to the transition from predecessor to successor method of accounting for income taxes, comparing current period results to the same period in the prior year does not provide meaningful information. See Note 3.

Six Months Ended June 30, 2015, Compared to Six Months Ended June 30, 2014

Operating Revenues

Operating revenues primarily consist of income from the sale of energy under PPAs. Operating revenues increased $24 million during the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to revenues of approximately $41 million related to the commencement of commercial operations at Genesis Unit 2 in March 2014, Bluewater in July 2014, Mammoth Plains in November 2014, Palo Duro in December 2014 and Shafter in May 2015, partially offset by lower generation in 2015 due primarily to lower wind resource.

	Six Months Ended   June 30,
	2015		2014
	(dollars in millions)
Operating revenues	$	194	$	170
Generation	2,838 GWh		2,057 GWh

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Operating Expenses

Operations and Maintenance

O&M expenses include interconnection costs, labor expenses, turbine servicing costs, lease royalty payments, property taxes, insurance, materials, supplies, shared services and administrative expenses attributable to NEP's projects, and costs and expenses under ASAs and O&M agreements. O&M expenses also include the cost of maintaining and replacing certain parts for the projects in the portfolio to maintain, over the long-term, operating income or operating capacity. O&M expense increased $8 million for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to the commencement of commercial operations at Genesis Unit 2 in March 2014, Bluewater in July 2014, Mammoth Plains in November 2014, Palo Duro in December 2014 and Shafter in May 2015.

Depreciation and Amortization

Depreciation and amortization expense reflects costs associated with depreciation and amortization of NEP's assets, based on consistent depreciable asset lives and depreciation methodologies. For all of the U.S. projects except Mammoth Plains and Palo Duro, CITCs have been elected, or are expected to be elected, and are recorded as a reduction in property, plant and equipment - net on the condensed consolidated balance sheets and amortized as a reduction to depreciation and amortization expense over the estimated life of the related property. Depreciation and amortization expense also includes a provision for wind and solar facility dismantlement, asset removal costs and accretion related to asset retirement obligations.

Depreciation and amortization expense increased $17 million during the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to the commencement of commercial operations at Genesis Unit 2 in March 2014, Bluewater in July 2014, Mammoth Plains in November 2014, Palo Duro in December 2014 and Shafter in May 2015.

Other Income (Deductions)

Interest Expense

Interest expense primarily consists of interest under project financings, partially offset by interest capitalization on qualified expenditures. Interest expense increased $5 million during the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to new financings including those related to Genesis and Bluewater in June 2014 and draws on the existing revolving credit facility in 2015 (see Note 6), partially offset by repayment of debt with CITC proceeds at Genesis and normal debt amortization.

Income Taxes

For periods prior to the NEP acquisition date, income taxes are calculated on the predecessor method using the separate return method for each of the project entities structured as limited liability companies or corporations. Income taxes are not included for entities that are structured as flow through entities (partnerships).

For periods after the NEP acquisition date, income taxes are calculated on the successor method where taxes are calculated for NEP as a single taxpaying corporation for U.S. federal and state income tax purposes. Because NEP OpCo is a limited partnership electing to be taxed as a partnership, NEP only recognizes in income its proportionate share of U.S. income taxes related to both the U.S. and Canadian projects, allocated by NEP OpCo. The Canadian subsidiaries are all Canadian taxpayers, and therefore, NEP recognizes in income all of the Canadian taxes.

For periods after the NEP acquisition date, income tax expense includes 20.1% of U.S. taxes (22.2% after May 12, 2015) and 100% of Canadian taxes. Net income or loss attributable to noncontrolling interest includes no U.S. taxes and 79.9% of Canadian taxes (77.8% after May 12, 2015). Net income attributable to NEP includes 20.1% of U.S. (22.2% after May 12, 2015) and Canadian taxes.

For the six months ended June 30, 2015, NEP recorded income tax expense of approximately $8 million, resulting in an effective tax rate of 21%. The tax expense is comprised of income tax of approximately $14 million at the statutory rate of 35% and foreign taxes of $4 million offset by $10 million of taxes attributable to noncontrolling interest.

For the six months ended June 30, 2014, NEP recorded income tax expense of approximately $12 million resulting in an effective tax rate of 29%. The tax expense was below the statutory rate of 35% due to CITC benefit at Genesis.

Due to the transition from predecessor to successor method of accounting for income taxes, comparing current period results to the same period in the prior year does not provide meaningful information. See Note 3.

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Liquidity and Capital Resources

NEP's business uses cash to fund:

• O&M expenses;

• debt service payments;

• distributions to holders of common units;

• maintenance and expansion capital expenditures and other investments;

• unforeseen events; and

• other business expenses.

Prior to the completion of the IPO and for the three and six months ended June 30, 2015, NEP’s operations largely relied on, and for subsequent periods are expected to continue to largely rely on, internally generated cash flow. NEP expects to satisfy its future capital requirements through a combination of cash on hand, cash flow from operations, and borrowings under existing and anticipated future financing arrangements. These sources of funds are expected to be adequate to provide for NEP's short-term and long-term liquidity and capital needs. However, NEP is subject to business and operational risks that could adversely affect its cash flow. A material decrease in cash flows would likely produce a corresponding adverse effect on NEP's borrowing capacity.

As a normal part of its business, depending on market conditions, NEP expects from time to time to consider opportunities to repay, redeem, repurchase or refinance its indebtedness. In addition, NEP expects from time to time to consider potential investments in new acquisitions. These events may cause NEP to seek additional debt or equity financing, which may not be available on acceptable terms or at all. Debt financing, if available, could impose operating restrictions, additional cash payment obligations and additional covenants.

NEP OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by its subsidiaries, including NEP OpCo, and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financings, the lenders will be entitled to draw on credit support provided by NEER in the amount of such withdrawn funds. In addition, NEP OpCo will have a claim for any funds that NEER fails to return:

• when required by its subsidiaries’ financings;

• when its subsidiaries’ financings otherwise permit distributions to be made to NEP OpCo;

• when funds are required to be returned to NEP OpCo; or

• when otherwise demanded by NEP OpCo.

If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings.

Liquidity Position

At June 30, 2015 and December 31, 2014, NEP's liquidity position was approximately $314 million and $572 million, respectively. The table below provides the components of NEP’s liquidity position as of June 30, 2015 and December 31, 2014:

	June 30, 2015			December 31, 2014
	(millions)
Cash and cash equivalents	$	100		$	103
Amounts due under the CSCS agreement	38			218
Revolving credit facility	250			250
Less borrowings	(79		)	—
Letter of credit facilities - Genesis	83			83
Less letters of credit	(78		)	(82		)
Total(a)	$	314		$	572

____________________

(a) Excludes current restricted cash of approximately $23 million and $82 million at June 30, 2015 and December 31, 2014, respectively. See Note 1 - Restricted Cash.

Management believes that NEP's liquidity position and cash flows from operations will be adequate to finance O&M, capital expenditures, distributions to its unitholders and liquidity commitments. Management continues to regularly monitor NEP's financing needs consistent with prudent balance sheet management.

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Financing Arrangements

Revolving Credit Facility

During the six months ended June 30, 2015, a subsidiary of NEP borrowed $122 million under the existing revolving credit facility and subsequently repaid $43 million of such borrowings. On July 31, 2015, $50 million was repaid on the revolving credit facility, bringing the outstanding balance to $29 million as of that date.

Project Financings and Term Loans

Projects in the portfolio are subject to project financings that contain certain financial covenants and distribution tests, including debt service coverage ratios. In general, these project financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Generally, NEP's project financings provide for interest payable at a fixed interest rate. However, certain of NEP's project financings accrue interest at variable rates based on the London InterBank Offered Rate and one project accrues interest at a variable rate based upon the three-month Canadian Dealer Offered Rate. Interest rate swaps were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the loan. Under the project financings, each project will be permitted to pay distributions out of available cash on a semi-annual basis so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financings has occurred and is continuing at the time of such distribution or would result therefrom, and each project is otherwise in compliance with the project financing’s covenants and the applicable minimum debt service coverage ratio is satisfied. The minimum debt service coverage ratio that must be satisfied under all of NEP's project financings is 1.20:1.00. At June 30, 2015, each of the applicable NEP subsidiaries was in compliance with all covenants under its project financings and its debt service coverage ratios equaled or exceeded 1.20:1.00 in all periods subsequent to obtaining each financing, except as discussed below.

At June 30, 2015, Stateline's projected debt service coverage ratio, as defined in the existing bank loan agreement, was estimated to be below the ratio to allow Stateline to make distributions to NEP or any related party fee payments to NEER. Stateline has not made any related party fee payments to NEER subsequent to falling below the required ratio in the second quarter of 2012.

On July 29, 2015, a subsidiary of NEP borrowed approximately $81 million under a limited-recourse senior secured term loan agreement that matures in December 2026. See Part II - Item 5 for further discussion. The proceeds of the term loan were used, in part, to repay Stateline's bank loan. With this refinancing, Stateline is expected to make distributions to NEP and related party fee payments to NEER.

In connection with the May 2015 project acquisitions, a subsidiary of NEP borrowed $313 million under a term loan due May 6, 2016. In June 2015, a subsidiary of NEP borrowed approximately $31 million under a term loan agreement. See Note 6.

Contractual Obligations

NEP's contractual obligations as of June 30, 2015 were as follows:

	Remainder of 2015		2016		2017		2018		2019		Thereafter		Total
	(millions)
Contractual obligations(a)	$	2	$	4	$	5	$	7	$	7	$	23	$	48
Debt, including interest(b)	87		508		181		159		158		2,101		3,194
Revolving credit facility fee	1		2		3		3		80		—		89
Asset retirement activities(c)	—		—		—		—		—		174		174
MSA and credit support	6		8		8		8		8		116		154
Land lease payments(d)	4		6		6		7		7		185		215
Total	$	100	$	528	$	203	$	184	$	260	$	2,599	$	3,874

____________________

(a) Primarily represents obligations related to estimated cash payments related to the acquisition of certain development rights and differential membership interests.

(b) Includes principal, interest and interest rate swaps. Variable rate interest was computed using June 30, 2015 rates.

(c) Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.

(d) Represents various agreements that provide for payments to landowners for the right to use the land upon which the projects are located.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements by the projects. Capital expenditures primarily represent the estimated cost of acquisitions or capital improvements, including construction expenditures that are expected to increase NEP OpCo’s operating income or operating capacity over the long-term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the three months ended June 30, 2015 and 2014, NEP had capital expenditures of approximately

26

$27 million and $138 million, respectively. For the six months ended June 30, 2015 and 2014, NEP had capital expenditures of approximately $133 million and $184 million, respectively. At June 30, 2015, estimated capital expenditures for the remainder of 2015 are approximately $18 million. There are no significant planned capital expenditures for the remainder of 2015 through 2019, other than the pipeline acquisition discussed in Overview above. These estimates are subject to continuing review and adjustment and actual capital expenditures may vary significantly from these estimates.

Cash Distributions to Unitholders

NEP's partnership agreement requires it to distribute available cash quarterly. Generally, available cash is all cash on hand at the date of determination in respect of such quarter (including any expected distributions from NEP OpCo), less the amount of cash reserves established by NEP GP. NEP currently expects that cash reserves would be established solely to provide for the payment of income taxes by NEP, if any. Cash flow is generated from distributions NEP receives from NEP OpCo each quarter and, during the purchase price adjustment period, from NEE Equity, which payments will be funded solely by any distributions NEE Equity receives from NEP OpCo with respect to such quarter. Although, as described above, NEP currently expects that cash reserves would be established by NEP GP solely to provide for the payment of any of NEP's income taxes, NEP expects NEP OpCo to establish cash reserves prior to making distributions to NEP to pay costs and expenses of NEP's subsidiaries, in addition to NEP's expenses, as well as any debt service requirements and future capital expenditures. During the purchase price adjustment period, should NEP OpCo not make a quarterly distribution in an amount at least equal to the minimum quarterly distribution of $0.1875 per common unit, the purchase price paid for NEP OpCo under the purchase agreement will be reduced by the difference for such quarter and NEE Equity will pay NEP a purchase price adjustment equal to such shortfall, provided that NEE Equity will not be required to pay a purchase price adjustment in any quarter in excess of the distribution actually received by NEP OpCo.

NEP OpCo will distribute all of its available cash (as defined in NEP OpCo's partnership agreement) to its Class A unitholders, including NEP, each quarter. The majority of such available cash will be derived from the operations of the projects. The cash available for distribution is likely to fluctuate from quarter to quarter, and in some cases significantly, as a result of the performance of the projects, seasonality, fluctuating wind resource, maintenance and outage schedules, timing of debt service and other factors.

During the six months ended June 30, 2015, NEP distributed approximately $8 million to its unitholders. On August 3, 2015, NEP declared a distribution of $0.2350 per common unit payable on August 14, 2015 to its unitholders of record on August 11, 2015.

Cash Flows

Six Months Ended June 30, 2015, Compared to Six Months Ended June 30, 2014

The following table reflects the changes in cash flows for the comparative periods:

	2015			2014			Change
	(millions)
Six Months Ended June 30,
Net cash provided by operating activities	$	81		$	94		$	(13	)
Net cash used in investing activities	$	(557	)	$	(135	)	$	(422	)
Net cash provided by financing activities	$	471		$	120		$	351

Net Cash Provided by Operating Activities

Changes in net cash provided by operating activities were driven primarily by cash flows related to projects that commenced commercial operations after January 2014. These projects included Genesis Unit 2, Bluewater, Mammoth Plains and Palo Duro.

Net Cash Used in Investing Activities

Changes in net cash used in investing activities were driven by project acquisitions, payments from related parties under the CSCS agreement, decreased capital expenditures related to construction activities and changes in restricted cash balances related to the timing of construction payments.

	2015			2014
	(millions)
Six Months Ended June 30,
Capital expenditures	$	(74	)	$	(97	)
Acquisitions of projects	(716		)	—
Changes in restricted cash	59			(344		)
Payments from related parties under CSCS agreement - net	174			—
Proceeds from convertible investment tax credits	—			306
Net cash used in investing activities	$	(557	)	$	(135	)

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Net Cash Provided by Financing Activities

Changes in net cash provided by financing activities were primarily driven by issuances debt and additional NEP units to acquire additional projects.

	2015			2014
	(millions)
Six Months Ended June 30,
Member contributions (distributions) - net	$	4		$	127
Issuances of short-term debt - net	325			—
Issuances of long-term debt - net	62			(7		)
Repayment of amount due to related party	(22		)	—
Proceeds from issuance of common units, net	106			—
Other	(4		)	—
Net cash provided by financing activities	$	471		$	120

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Quantitative and Qualitative Disclosures about Market Risk

NEP is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with its business. The types of market risks include interest rate, counterparty credit and foreign currency risks.

Interest Rate Risk

NEP is exposed to risk resulting from changes in interest rates associated with current and future issuances of debt. The debt of some of its subsidiaries accrues interest at fixed rates and the debt of some of its other subsidiaries accrues interest at variable rates. NEP manages interest rate exposure by monitoring current interest rates, entering into interest rate swap contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate or adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements.

NEP has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of June 30, 2015, less than 10% of the long-term debt, including current maturities, was exposed to such risk as the remaining balance was either financially hedged or comprised of fixed rate debt. As of June 30, 2015, the estimated fair value and the carrying value of NEP's long-term debt was approximately $2.0 billion. Based upon a hypothetical 10% decrease in interest rates, which is a reasonable near-term market change, the fair value of NEP's long-term debt would increase by approximately $73 million.

Counterparty Credit Risk

Risks surrounding counterparty performance and credit risk could ultimately impact the amount and timing of expected cash flows. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties under the terms of their contractual obligations. NEP monitors and manages credit risk through credit policies that include a credit approval process and the use of credit mitigation measures such as prepayment arrangements in certain circumstances. NEP also seeks to mitigate counterparty risk by having a diversified portfolio of counterparties. In addition, the projects in NEP's portfolio are fully contracted under long-term contracts that will have a capacity-weighted average remaining contract term of approximately 19 years as of June 30, 2015.

Foreign Currency Risk

Because NEP has Canadian operations, it is exposed to foreign currency exchange gains and losses. Since the functional currency of NEP's Canadian operations is in their local currency, the currency effects of translating the financial statements of those Canadian subsidiaries, which operate in local currency environments, are included in the accumulated other comprehensive income (loss) component of consolidated equity and do not impact earnings. However, gains and losses related to foreign currency transactions not in NEP's subsidiaries’ functional currency do impact earnings and resulted in less than $1 million of losses in the three and six months ended June 30, 2015. Additionally, in February 2015, NEP entered into certain foreign currency exchange contracts to economically hedge its cash flows from foreign currency rate fluctuations. See Note 5.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion - Quantitative and Qualitative Disclosures About Market Risk.

Item 4.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of June 30, 2015, NEP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of NEP GP, the general partner of NEP, of the effectiveness of the design and operation of NEP's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15 (e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of NEP GP concluded that NEP's disclosure controls and procedures are not effective at a reasonable assurance level to ensure that information required to be disclosed in reports that are filed or submitted under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within time periods specified in SEC rules and forms, as of June 30, 2015. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the third quarter of 2014, management determined that NEP did not maintain effective internal controls over the accounting for income taxes. NEP identified deficiencies with the valuation of deferred income tax accounts, which resulted in a material weakness in internal control over financial reporting. Specifically, NEP did not effectively determine and monitor

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its valuation allowances on deferred income tax assets and the accuracy of its deferred income taxes, all non-cash activities. This deficiency resulted in an immaterial misstatement of income tax expense and deferred income taxes in the December 31, 2013 financial statements as filed in the Prospectus. Additionally, this deficiency could have resulted in a material misstatement of income tax expense within the annual and interim consolidated financial statements that would not have been prevented or detected, and accordingly, this internal control deficiency constitutes a material weakness as of June 30, 2015. NEP continues to take steps to remediate the material weakness, including the development of enhanced oversight and review procedures, organizational changes and adding additional personnel with income tax accounting experience. Management believes the additional control procedures and organizational changes, when implemented and validated, will be sufficient to remediate this material weakness.

(b) Changes in Internal Control Over Financial Reporting

This report does not include management's assessment regarding changes in internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the 2014 Form 10-K except as follows:

Risks Relating to the NET Midstream Acquisition

The NET Midstream acquisition may not be completed, and even if the NET Midstream acquisition is completed, NEP may fail to realize the growth prospects anticipated as a result of the NET Midstream acquisition.

NEP expects the NET Midstream acquisition to close early in the fourth quarter of 2015, subject to the satisfaction or waiver of customary closing conditions.

There are a number of risks and uncertainties relating to the NET Midstream acquisition. For example, the NET Midstream acquisition may not be completed, or may not be completed in the time frame, on the terms or in the manner currently anticipated, as a result of a number of factors, including, among other things, the failure to satisfy one or more of the conditions to closing. The parties to the purchase and sale agreement may fail to satisfy or waive the conditions to closing of the NET Midstream acquisition, including the expiration or early termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, may not be or other events could not intervene to delay or result in the failure to close the NET Midstream acquisition may occur. In addition, both NEP and the sellers have the ability to terminate the purchase and sale agreement under certain circumstances. Failure to complete the NET Midstream acquisition would prevent NEP from realizing the anticipated benefits of the NET Midstream acquisition. NEP would also remain liable for significant transaction costs, including legal, accounting and financial advisory fees. In addition, the market price of its common units may reflect various market assumptions as to whether the NET Midstream acquisition will be completed. Consequently, the completion of, the failure to complete or any delay in the closing of the NET Midstream acquisition could result in a significant change in the market price of its common units.

If NEP is able to consummate of the NET Midstream acquisition, such consummation would involve potential risks, including, without limitation, the failure to realize expected profitability, growth or accretion; the incurrence of liabilities or other compliance costs related to environmental or regulatory matters, including potential liabilities that may be imposed without regard to fault or the legality of conduct; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate. If NEP consummates the NET Midstream acquisition and if these risks or other unanticipated liabilities were to materialize, any desired benefits of the NET Midstream acquisition may not be fully realized, if at all, and its future financial performance and results of operations could be negatively impacted.

Uncertainties associated with the NET Midstream acquisition may cause a loss of management personnel and other key employees that could adversely affect NEP's future business, operations and financial results following the NET Midstream acquisition.

Whether or not the NET Midstream acquisition is completed, the announcement and pendency of the NET Midstream acquisition could disrupt NET Midstream’s business. NET Midstream is dependent on the experience and industry knowledge of its senior management and other key employees to execute its business plan. The success of NET Midstream after consummation of the NET Midstream acquisition will depend in part upon NET Midstream’s ability to retain its key management personnel and other key employees both in advance of and following the NET Midstream acquisition. NET Midstream’s employees may experience uncertainty about their roles following the NET Midstream acquisition, which may have an adverse effect on NET Midstream’s ability to retain key management and other key personnel.

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NEP may not be able to obtain debt or equity financing for the NET Midstream acquisition on expected or acceptable terms.

The NET Midstream acquisition is not subject to a financing condition. In connection with the financing of such acquisition, NEP entered into a commitment letter with Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC, pursuant to which they have committed to provide NEP with up to $1.0 billion in senior secured loans under a bridge loan facility, subject to the negotiation of a definitive loan agreement. NEP intends to use available cash, any remaining capacity on its revolving credit facility, and the proceeds of future indebtedness or equity issuances to pay the remaining purchase price and the related costs and expenses of the NET Midstream acquisition. If NEP is unable to obtain the bridge loan facility on expected or acceptable terms, or if NEP is unable to raise anticipated amounts of cash proceeds from debt or equity financings at attractive prices at or prior to the closing of the NET Midstream acquisition, NEP would need to find additional funding sources in order to close the NET Midstream acquisition, and the use of different funding sources could make the NET Midstream acquisition less accretive than anticipated. Assuming all other closing conditions are satisfied, its failure to close under these circumstances could expose NEP to substantial damages depending on the circumstances. In addition, if NEP takes on more indebtedness than anticipated to consummate the NET Midstream acquisition, it may have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to its unitholders.

As a result of the NET Midstream acquisition, the scope and size of NEP's operations and business will substantially change. NEP's expansion into the midstream natural gas industry may not be successful.

The NET Midstream acquisition will substantially expand the scope and size of NEP's business by adding substantial natural gas pipeline assets and operations to its existing assets and operations. Prior to the NET Midstream acquisition, NEP's operations consisted of long-term contracted wind and solar projects. NET Midstream is a developer, owner and operator of a portfolio of seven long-term contracted natural gas pipeline assets, which is a new line of business for NEP. Developing and operating natural gas pipelines require different operating strategies and managerial expertise than NEP's current operations, and these services are subject to additional or different regulatory requirements.

The anticipated future growth of NEP's business will impose significant added responsibilities on management. The significant growth may place strain on its administrative and operational infrastructure. NEP's senior management’s attention may be diverted from the management of daily operations to the integration of NET Midstream’s business operations and the assets acquired in the NET Midstream acquisition. NEP's ability to manage its business and growth will require it to apply its operational, financial and management controls, reporting systems and procedures to the acquired NET Midstream business. NEP may also encounter risks, costs and expenses associated with any undisclosed or other unanticipated liabilities, and use more cash and other financial resources on integration and implementation activities than NEP anticipates. NEP may not be able to successfully integrate NET Midstream’s operations into its existing operations, successfully manage this new line of business or realize the expected economic benefits of the NET Midstream acquisition, which may have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

Risks Relating to Ownership and Operation of Natural Gas Pipelines

If the NET Midstream acquisition is consummated, NEP will become subject to additional risks associated with the development, ownership and operation of natural gas pipelines and will be subject to additional regulations. If any of the following risks were to occur, NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders could be materially and adversely affected.

NET Midstream depends on a key customer for a significant portion of its revenues. The loss of this customer could result in a decline in NEP's revenues and cash available to make distributions to its unitholders.

A subsidiary of Pemex Gas y Petroquimica Basica, a division of Petróleos Mexicanos (PEMEX) is expected to account for approximately 52% of the firm contracted revenues of the NET Midstream business in 2016. The loss of all or even a portion of the contracted volumes of PEMEX, as a result of competition, creditworthiness, inability to negotiate extensions or replacements of contracts or otherwise, or disputes with PEMEX, could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders, unless NEP is able to contract for comparable volumes from other customers at favorable rates.

NEP may be unable to secure renewals of long-term natural gas transportation agreements, which could expose its revenues to increased volatility.

NEP may be unable to secure renewals of long-term transportation agreements in the future for the NET Midstream natural gas transmission business as a result of economic factors, lack of commercial natural gas supply available to its systems, changing natural gas supply flow patterns in North America, increased competition or changes in regulation. In particular, NET Midstream has a firm transport contract with a subsidiary of PEMEX for use of the NET Mexico pipeline. The remaining term of this agreement is in excess of NET Midstream’s 16-year weighted average remaining transportation contract life. PEMEX is an independent state enterprise controlled by the Mexican Government and its annual budget is approved by the Mexican Congress. The Mexican Government may cut spending in the future and such cuts could adversely affect PEMEX’s annual budget and thereby its ability to

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renew existing contracts or enter into new contracts with NEP or compensate NEP for its products and services. Further, at the expiration of the existing contract, NEP may be required to participate in an open auction to renew such contract.

If the percentage of the NET Midstream capacity covered by long-term firm transport contracts were to decline, NEP's revenues and contract volumes would be exposed to increased volatility. The inability to renew these agreements, including the PEMEX contract following its expiration, could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

If NEP completes the NET Midstream acquisition, it may not succeed in realizing the anticipated benefits of the Net Mexico pipeline joint venture with a subsidiary of PEMEX (PEMEX Sub).

The Net Mexico pipeline joint venture with PEMEX Sub, in which NEP will hold a 90% interest, is subject to a number of risks and uncertainties. Among other risks and uncertainties, because PEMEX Sub has protective voting rights with respect to specified major business decisions of the joint venture, NEP may experience difficulty reaching agreement as to implementation of various changes to the Net Mexico pipeline’s business. For these reasons, or as a result of other factors, NEP may not realize the anticipated benefits of the Net Mexico pipeline.

If NEP completes the NET Midstream acquisition, NEP may for the first time pursue the development of pipeline expansion projects that will require up-front capital expenditures and expose NEP to project development risks.

NEP's business strategy has been to own and operate only projects that are in commercial operation and to avoid the risks inherent in project development and construction. The development and construction of pipeline expansion projects involves numerous regulatory, environmental, safety, political and legal uncertainties and may require the expenditure of significant amounts of capital. When NEP undertakes these projects, they may not be completed on schedule, at the budgeted cost or at all. Moreover, NEP's revenues may not increase immediately upon the expenditure of funds on a particular expansion project, or at all. For instance, if NEP undertakes an expansion of one of the pipelines in the portfolio, the construction may occur over an extended period of time and NEP will not receive material increases in revenues until the project is placed in service. Accordingly, if NEP does pursue expansion projects, NEP's efforts may not result in additional long-term contracted revenue streams that increase cash generated from operations on a per common unit basis or the NET Midstream acquisition may not be as beneficial as planned.

NEP's ability to maximize the productivity of the NET Midstream business and to complete potential pipeline expansion projects will be dependent on the continued availability of natural gas production in NET Midstream’s areas of operation.

Low prices for natural gas could adversely affect development of additional natural gas reserves and production that is accessible by its pipeline assets. Production from existing wells and natural gas supply basins with access to its systems will naturally decline over time. The amount of natural gas reserves underlying these wells may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. Additionally, the competition for natural gas supplies to serve other markets could reduce the amount of natural gas supply for its customers or lower natural gas prices could cause producers to determine in the future that drilling activities in areas outside of the current areas of operation of NET Midstream are strategically more attractive to them. A reduction in the natural gas volumes supplied by producers could make it more challenging to increase the amount of NET Midstream’s pipeline capacity that is under long-term firm transport contracts or that shippers otherwise pay to use or have access to, and it may decrease the likelihood that NEP will pursue some or all of the potential pipeline expansion projects NEP has identified.

The prices of natural gas fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond NEP's control. These factors include worldwide economic conditions; weather conditions and seasonal trends; the levels of domestic and Mexican production and consumer demand; fluctuations in demand from electric power generators and industrial customers; the availability of imported liquid natural gas (“LNG”); the ability to export LNG; the availability of transportation systems with adequate capacity; the volatility and uncertainty of regional pricing differentials and premiums; the price and availability of alternative fuels; the effect of energy conservation measures; the nature and extent of governmental regulation and taxation; worldwide political events, including actions taken by foreign natural gas producing nations; and the anticipated future prices of natural gas, LNG and other commodities.

NET Midstream does not own all of the land on which the NET Midstream pipelines are located, which could disrupt its operations.

NET Midstream does not own all of the land on which its pipelines are located, and, if NEP completes the NET Midstream acquisition, NEP will be subject to the possibility of more onerous terms or increased costs when NEP needs to extend the duration of any necessary existing land use rights or if NEP needs to obtain any new land use rights in connection with any expansion projects NEP may choose to pursue. In certain instances, the rights-of-way may be subordinate to that of government agencies, which could result in costs or interruptions to NEP's service. Restrictions on NEP's ability to use the rights-of-way could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

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The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's business if it completes the NET Midstream acquisition.

NET Midstream competes with other energy midstream enterprises, some of which are much larger and have significantly greater financial resources and operating experience in its areas of operation. NET Midstream’s competitors may expand or construct infrastructure that creates additional competition for the services it provides to customers. NET Midstream’s ability to renew or replace existing contracts with its customers at rates sufficient to maintain current revenues and cash flow could be adversely affected by the activities of its competitors and customers. All of these competitive pressures could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

If third-party pipelines and other facilities interconnected to the NET Midstream pipelines become partially or fully unavailable to transport natural gas following the NET Midstream acquisition, NEP's revenues and cash available for distribution to unitholders could be adversely affected.

NEP may depend upon third-party pipelines and other facilities that provide delivery options to and from the NET Midstream pipelines. Because NEP will not own these third-party pipelines or facilities, their continuing operation will not be within its control. If these pipeline connections were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity or any other reason, its ability to operate efficiently and to ship natural gas to end-markets could be restricted, thereby reducing revenues. Any temporary or permanent interruption at any key pipeline interconnection could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

A change in the jurisdictional characterization of some of the NET Midstream assets, or a change in law or regulatory policy, could result in increased regulation of these assets, which could have material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

The NET Midstream pipeline assets are intrastate natural gas transportation pipelines and natural gas-gathering facilities. Unlike interstate gas transportation facilities, intrastate natural gas transportation pipelines and natural gas gathering facilities are exempt from the jurisdiction of the Federal Energy Regulatory Commission (FERC) under the Natural Gas Act of 1938 (NGA), except that intrastate gas transportation pipelines may provide interstate gas transportation services subject to FERC regulation pursuant to Section 311 of the Natural Gas Policy Act of 1978 (NGPA).

State regulation of gathering facilities generally includes various safety, environmental, and in some cases non-discriminatory take requirements and complaint-based rate regulation. The distinction between FERC-regulated transmission pipeline services and federally unregulated intrastate and gathering services has been the subject of substantial litigation, and FERC determines whether facilities are subject to its jurisdiction on a case-by-case basis, so the classification and regulation of NEP's intrastate and gathering facilities is subject to change based on future determinations by FERC, or the courts. If FERC were to consider the status of an individual facility and determine that the facility or services provided by it are not exempt from FERC regulation under the NGA and that the facility provides interstate service, the rates for, and terms and conditions of, services provided by such facility would be subject to regulation by FERC under the NGA or the NGPA. Such regulation could decrease revenue, increase operating costs and, depending upon the facility in question, could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders. In addition, if any of the NET Midstream assets were found to have provided services or otherwise operated in violation of the NGA or NGPA, this could result in the imposition of civil penalties, as well as a requirement to disgorge charges collected for such services in excess of the rate established by FERC.

In addition, the rates, terms and conditions of some of the transportation services NET Midstream provides on its Eagle Ford pipeline and NET Mexico pipeline are subject to FERC regulation under Section 311 of the NGPA. Under Section 311, rates charged for transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. Eagle Ford pipeline currently is charging rates for its NGPA Section 311 services that were deemed fair and equitable under a rate settlement approved by FERC. NET Mexico pipeline has filed a petition for FERC approval of its initial rates and statement of operating conditions; however, that filing remains pending before FERC, and therefore the rates currently being charged by NET Mexico pipeline for NGPA Section 311 services are subject to potential refund, and the terms and conditions pursuant to which NET Mexico pipeline provides such services, are subject to change based on the outcome of that proceeding. NET Mexico recently has filed a settlement with FERC staff and the shipper that takes NGPA Section 311 services; if the settlement is approved by FERC, it will resolve the proceeding.

NEP may incur significant costs and liabilities if it completes the NET Midstream acquisition as a result of pipeline integrity management program testing and any necessary pipeline repair or preventative or remedial measures.

The U.S. Department of Transportation (“DOT”) has adopted regulations requiring pipeline operators to develop pipeline integrity management programs for transmission pipelines located where a leak or rupture could do the most harm in “high consequence areas.” The regulations require operators to:

• perform ongoing assessments of pipeline integrity;

• identify and characterize applicable threats to pipeline segments that could affect a high consequence area;

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• improve data collection, integration and analysis;

• repair and remediate the pipeline as necessary; and

• implement preventive and mitigating actions.

NEP's actual implementation costs may be affected by industry-wide demand for the associated contractors and service providers. Additionally, should NEP fail to comply with DOT regulations, NEP could be subject to penalties and fines.

NET Midstream's pipeline operations could incur significant costs if the Pipeline and Hazardous Materials Safety Administration or the Railroad Commission of Texas adopts more stringent regulations governing NEP's business.

The Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (2011 Pipeline Safety Act), directs the United States Secretary of Transportation to undertake a number of reviews, studies and reports, some of which may result in natural gas and hazardous liquids pipeline safety rulemakings. These rulemakings will be conducted by the Pipeline and Hazardous Materials Safety Administration (PHMSA).

Since passage of the 2011 Pipeline Safety Act, PHMSA has published several notices of proposed rulemaking which propose a number of changes to regulations governing the safety of gas transmission pipelines, gathering lines and related facilities, including increased safety requirements and increased penalties.

Actual regulatory, inspection and enforcement oversight of pipeline safety rules with respect to the NET Midstream intrastate transmission and gathering facilities is conducted by the Texas Railroad Commission’s Pipeline Safety Division (the Division), pursuant to authorization by PHMSA. The Division is obligated to enforce at least the minimum federal pipeline safety regulations, but may adopt additional or more stringent regulations as long as they are not incompatible with the federal regulations.

The adoption of federal or state regulations that apply more comprehensive or stringent safety standards to intrastate transmission or gathering lines could require NET Midstream to install new or modified safety controls, incur additional capital expenditures, or conduct maintenance programs on an accelerated basis. Such requirements could result in NET Midstream's incurrence of increased operational costs that could be significant; or if NET Midstream fails to, or is unable to, comply, NET Midstream may be subject to administrative, civil and criminal enforcement actions, including assessment of monetary penalties or suspension of operations, which could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

NEP could be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws (including non-U.S. laws), any of which could have a material adverse effect on its financial condition and results of operations, including its cash available for distribution to unitholders.

NEP is subject to both the anti-bribery and accounting provisions of the FCPA (as well as applicable anti-corruption laws in other countries in which NEP does business). These provisions prohibit NEP from directly or indirectly giving, offering or promising anything of value to foreign officials to elicit an improper commercial advantage and require NEP to maintain accurate books and records in reasonable detail and adequate internal controls. In recent years, the U.S. government has brought FCPA enforcement actions that have led to significant monetary penalties against several companies operating in the oil and gas industry.

The NET Midstream acquisition raises anti-corruption compliance risks. NET Midstream has a firm transport contract in place with a subsidiary of PEMEX, the Mexican state-owned oil and gas company, with respect to the NET Mexico pipeline, and the subsidiary of PEMEX is also a 10% equity owner of the NET Mexico pipeline. In connection with these business relationships, NET Midstream interacts, both directly and indirectly, extensively with officials of PEMEX, who could be considered foreign officials under the FCPA. The anti-corruption compliance risks associated with such interactions may be heightened by the fact that PEMEX reportedly was involved in several corruption scandals in recent years (unrelated to NET Midstream’s business dealings with PEMEX).

NEP's planned compliance procedures to mitigate anti-corruption compliance risks may not detect or prevent potential violations of the FCPA or other applicable anti-corruption laws. Under such circumstances, NEP could be subject to criminal and civil penalties and other legal and regulatory liabilities and government-imposed requirement to undertake remedial measures, any of which could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

PEMEX may claim certain immunities under the Foreign Sovereign Immunities Act and Mexican law, and NET Midstream’s ability to sue or recover from PEMEX for breach of contract may be limited.

PEMEX is an independent state enterprise controlled by the Mexican Government. Accordingly, PEMEX may claim sovereign immunity and it may not be possible to obtain a judgment in a U.S. court against PEMEX unless the U.S. court determines that PEMEX is not entitled to sovereign immunity with respect to that action. In addition, Mexican law does not allow attachment prior to judgment or attachment in aid of execution upon a judgment by Mexican courts upon the assets of Petróleos Mexicanos or its subsidiary entities. As a result, NET Midstream’s or NEP's ability to enforce any judgments against PEMEX in the courts of Mexico may be limited. Therefore, even if NEP were able to obtain a U.S. judgment against PEMEX for breach of contract or in a similar action, NEP might not be able to obtain a judgment in Mexico that is based on that U.S. judgment. This inability to sue or recover

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from PEMEX could inhibit NEP from enforcing NET Midstream’s contracts with PEMEX, which could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

FERC is investigating certain commodities trading activities at a subsidiary of NET Midstream.

There is an ongoing FERC investigation and an ongoing FERC inquiry into certain trading activities by an employee of National Energy & Trade, LP, a subsidiary of NET Midstream, relating to physical and financial products.   In connection with the investigation and inquiry, National Energy & Trade, LP has denied that there have been any violations of FERC regulations.  Although NEP will not be acquiring National Energy & Trade, LP in the transaction and the purchase and sale agreement for the acquisition provides for it to be fully indemnified in the event FERC orders remedies against NET Midstream as a result of the investigation or the inquiry, NEP cannot be certain of the outcome of that investigation and inquiry.  The outcome of the investigation and inquiry could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

Natural gas operations are subject to numerous environmental laws and regulations, compliance with which may require significant capital expenditures, increase NEP's cost of operations and affect or limit its business plans, or expose NEP to liabilities.

Natural gas transmission and gathering activities are subject to stringent and complex federal, state and local environmental laws and regulations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste. These laws and regulations can result in increased capital, operating and other costs. These laws and regulations generally will require NEP to obtain and comply with a wide variety of environmental licenses, permits, inspections and other approvals. Compliance with environmental laws and regulations can require significant expenditures, including expenditures for cleanup costs and damages arising out of contaminated properties. In particular, compliance with major Clean Air Act regulatory programs may cause NEP to incur significant capital expenditures to obtain permits, evaluate offsite impacts of its operations, install pollution control equipment, and otherwise assure compliance.

Compliance with new and emerging environmental laws, regulations, and regulatory programs applicable to natural gas transmission may significantly increase its operating costs compared to historical levels. Failure to comply with environmental regulations may result in the imposition of fines, penalties and injunctive measures affecting its operating assets. NEP may not be able to obtain or maintain from time to time all required environmental regulatory approvals for its operating assets or development projects. If there is a delay in obtaining any required environmental regulatory approvals, if NEP fails to obtain or comply with them or if environmental laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs. The costs that may be incurred to comply with environmental regulations in the future may have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

Reductions in demand for natural gas in the United States or Mexico and low market prices of commodities could adversely affect NET Midstream's operations and cash flows.

NET Midstream's natural gas pipeline operations may be negatively affected by sustained downturns in the economy of the United States or Mexico or long-term conservation efforts, which could affect long-term demand and market prices for natural gas. These factors are beyond NEP's control and could impair the ability to meet long-term goals. Lower overall economic output could reduce the volume of natural gas transported or gathered, resulting in lower earnings and cash flows. Transmission revenues could be affected by long-term economic declines which could result in the non-renewal of long-term contracts.

Natural gas gathering and transmission activities involve numerous risks that may result in accidents or otherwise affect NET Mistreams's operations.

There are a variety of hazards and operating risks inherent in natural gas gathering and transmission activities, such as leaks, explosions, mechanical problems, activities of third parties, including the possibility of terrorist acts, and damage to pipelines, facilities and equipment caused by hurricanes, tornadoes, floods, fires and other natural disasters, that could cause substantial financial losses. In addition, these risks could result in significant injury, loss of life, significant damage to property, environmental pollution and impairment of operations, any of which could result in substantial losses. For pipeline assets located near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas, the level of damage resulting from these risks could be greater. Therefore, should any of these risks materialize, it could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

NEP does not maintain insurance coverage against all of these risks and losses, and any insurance coverage NEP might maintain may not fully cover the damages caused by those risks and losses. Therefore, should any of these damages occur, they could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

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The assumptions underlying NEP's projections of future revenues from the pending NET Midstream acquisition are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted.

NEP's forecasted revenues for 2016 attributable to the NET Midstream assets are included in “Summary - Recent Developments.” A portion of the expected revenues is attributable to revenues from variable transport fees under current contracts based on historical variable transport rates and current projections of production levels through 2016 and a portion is attributable to variable revenues received from gas supply contracts and firm and interruptible transportation service offered on a commodity basis. To the extent these variable revenues are not achieved, NEP's revenues during the forecast period will be adversely affected. In addition, a portion of this expected increase in revenues is from additional firm capacity subscriptions associated with the header short haul project and backhaul contract, which are expected to be placed into service in the first and second quarters of 2016, respectively. To the extent the header short haul project and backhaul contract are not placed into service in the first and second quarters of 2016 respectively or NEP is not able to subscribe additional firm contracts for the capacity, NEP's forecasted 2016 revenues will be adversely affected. The financial forecast has been prepared by management, and NEP has not received an opinion or report on it from NEP's or any other independent auditor. The assumptions underlying the forecast are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted. If NEP does not achieve the forecasted results, NEP may not be able to pay all or a part of the increased quarterly distribution on its units, in which event the market price of its common units may decline materially.

Tax Risks

NEP's future net operating losses, or NOLs, may be less than expected, and its ability to use its NOLs may be limited by certain ownership changes in the future, both of which would increase or accelerate its future tax liability and thus reduce its future cash available for distribution to unitholders.

NEP is subject to U.S. federal income tax at regular corporate rates on its net taxable income. NEP expects to generate NOLs and NOL carryforwards that NEP can use to offset future taxable income. As a result, NEP does not expect to pay meaningful U.S. federal income tax for approximately 15 years. This estimate is based on assumptions NEP has made regarding, among other things, NEP OpCo’s income, capital expenditures, cash flows, net working capital and cash distributions and it ignores the effect of any possible acquisitions of additional assets other than the pending acquisition of NET Midstream.

In addition, its NOL carryovers may be limited by Section 382 of the Code if NEP undergoes an “ownership change.” Generally, an “ownership change” occurs if certain persons or groups increase their aggregate ownership in the company by more than 50 percentage points looking back over the relevant testing period. If an ownership change occurs, NEP's ability to use its NOLs to reduce its taxable income in a future year would be limited to a Section 382 limitation equal to the fair market value of its common units immediately prior to the ownership change multiplied by the long term tax-exempt interest rate in effect for the month of the ownership change. In the event of an ownership change, NOLs that exceed the Section 382 limitation in any year will continue to be allowed as carryforwards for the remainder of the carryforward period and such losses can be used to offset taxable income for years within the carryforward period subject to the Section 382 limitation in each year. However, if the carryforward period for any NOL were to expire before that loss had been fully utilized, the unused portion of that loss would be lost. The carryforward period for NOLs is 20 years from the year in which the losses giving rise to the NOLs were incurred. NEP's use of new NOLs arising after the date of an ownership change would not be affected by the Section 382 limitation (unless there were another ownership change after those new losses arose).

Based on NEP's knowledge of the ownership of its common units, NEP does not believe that an ownership change has occurred to date. Accordingly, NEP believes that at the current time there is no annual limitation imposed on its use of its NOLs incurred to date to reduce future taxable income. However, as NEP incurs more NOLs going forward, a future ownership change in connection with a future equity offering or other transaction could limit the use of those NOLs. The determination of whether an ownership change has occurred or will occur is complicated and depends on changes in percentage ownership among unitholders. There are currently no restrictions on the transfer of its common units that would discourage or prevent transactions that could cause an ownership change. In addition, NEP has not obtained, and currently do not plan to obtain, a ruling from the Internal Revenue Service regarding its conclusions as to whether its losses are subject to any such limitations. Therefore, no assurance can be provided as to whether an ownership change has occurred or will occur in the future, and whether such an ownership change will impact its use of NOLs.

NEP may not generate NOLs as expected. In addition, NEP's ability to use its NOLs may be limited by ownership changes in the future. Accordingly, its future tax liability may be greater than expected and could have a material adverse effect on NEP's business, financial condition and results of operations, including its cash available for distribution to unitholders.

The factors discussed above and in Part I, Item 1A. Risk Factors in the 2014 Form 10-K, as well as other information set forth in this report, which could materially adversely affect NEP's business, financial condition, results of operations, cash available for distribution and prospects should be carefully considered. The risks described above and in the 2014 Form 10-K are not the only risks facing NEP. Additional risks and uncertainties not currently known to NEP, or that are currently deemed to be immaterial, also may materially adversely affect NEP's business, financial condition, results of operations, cash available for distribution and prospects.

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Item 5. Other Information

On July 29, 2015, an indirect subsidiary of NEP (borrower) borrowed approximately $81 million under a limited-recourse senior secured term loan agreement that matures in December 2026. Borrowings under the term loan were used to reimburse a subsidiary of NEP for a portion of the costs associated with the previous acquisition of two wind energy generating facilities, to repay approximately $20 million of outstanding debt under a bank loan associated with one of the generating facilities and to repay $50 million outstanding under the revolving credit facility.

Principal on the partially-amortizing loan is payable semi-annually with a final principal payment of approximately $21 million due at maturity. Approximately $54 million of the borrowings under the term loan will bear interest at a floating rate based on the London InterBank Offered Rate plus a specified margin. The remaining amount of the borrowings will bear interest at a fixed rate of 4.38%. The borrower entered into interest rate swaps to hedge against interest rate movements with respect to a majority of interest payments on the floating rate tranche of the term loan. Interest is payable quarterly. The term loan is secured by liens on the two wind energy generating facilities and certain other assets of, and the ownership interests in, the NEP subsidiaries which own the wind energy generating facilities. The borrower also entered into forward interest rate swaps to hedge against interest rate exposure with respect to the final principal payment due at maturity. The term loan agreement contains default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the term loan agreement and related documents, actions by the NEP subsidiaries which own the wind energy generating facilities or by other parties under specified agreements relating to the generating facilities or the term loan-related agreements, the termination of certain of such specified agreements and certain bankruptcy-related events. In connection with the term loan agreement, NEECH provided guarantees of approximately $24 million related to various reserve requirements under the term loan agreement, of which approximately $6 million is expected to expire in 2016.

Item 6. Exhibits

Exhibit Number	Description
2	Purchase and Sale Agreement by and between NEP US SellCo, LLC a Delaware limited liability company, and NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company, dated as of April 28, 2015
10.1	Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated as of May 14, 2015
10.2	Amended and Restated Class B, Series 1 Limited Partner Interests Amendment to First Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, a Delaware limited partnership, dated July 17, 2015 and effective April 29, 2015
10.3	Amended and Restated Class B, Series 2 Limited Partner Interests Amendment to First Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, a Delaware limited partnership, dated July 17, 2015 and effective April 29, 2015
10.4	Second Amendment to Revolving Credit Agreement by and between NextEra Energy Canada Partners Holdings, ULC, NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP, Bank of America, N.A., as administrative agent and collateral agent, Bank of America, N.A. (Canada Branch), as Canadian agent for the lenders and the lenders party thereto, dated as of April 28, 2015
12	Computation of Ratios
31(a)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of NextEra Energy Partners GP, Inc.
31(b)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of NextEra Energy Partners GP, Inc.
32	Section 1350 Certification of NextEra Energy Partners, LP
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.PRE	XBRL Presentation Linkbase Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.DEF	XBRL Definition Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  August 3, 2015

NEXTERA ENERGY PARTNERS, LP
(Registrant)
By:	NextEra Energy Partners GP, Inc., its general partner
CHRIS N. FROGGATT
Chris N. Froggatt Controller and Chief Accounting Officer (Principal Accounting Officer)

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EX-2

Exhibit 2

PURCHASE AND SALE AGREEMENT

by and between

NEP US SELLCO, LLC

as Seller,

and

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

as Purchaser

dated as of April 28, 2015

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TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND CONSTRUCTION		1
Section 1.1	Definitions	1
Section 1.2	Rules of Construction.	1
ARTICLE II PURCHASE AND SALE		3
Section 2.1	Purchase and Sale	3
Section 2.2	Purchase Price	3
ARTICLE III CLOSING AND CLOSING CONDITIONS		3
Section 3.1	Closing	3
Section 3.2	Closing Deliveries by Seller	3
Section 3.3	Closing Deliveries by Purchaser	4
Section 3.4	Conditions Precedent to the Obligations of Purchaser and Seller	4
Section 3.5	Conditions Precedent to the Obligations of Seller	5
Section 3.6	Conditions Precedent to the Obligations of Purchaser	6
Section 3.7	Frustration of Closing Conditions	6
ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING SELLER		7
Section 4.1	Organization	7
Section 4.2	Authority; Enforceability	7
Section 4.3	The Interest	7
Section 4.4	No Violation or Breach; Consents and Approvals	7
Section 4.5	Brokers	8
Section 4.6	Additional Representations and Warranties	8
ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES		8
Section 5.1	Organization	8
Section 5.2	Capitalization	8
Section 5.3	No Violation or Breach; Consents and Approval	9
Section 5.4	Business	9
Section 5.5	Bank Accounts	10
Section 5.6	Legal Proceedings	10
Section 5.7	Compliance with Laws and Orders	10
Section 5.8	Liabilities	10
Section 5.9	Taxes	10
Section 5.10	Regulatory Status	11
Section 5.11	Contracts	11
Section 5.12	Real Property	13
Section 5.13	Permits	14
Section 5.14	Environmental Matters	15
Section 5.15	Intellectual Property	16
Section 5.16	Brokers	16
Section 5.17	Employee Matters	16
Section 5.18	Employee Benefits	16
Section 5.19	Financial Statements	16
Section 5.20	Absence of Certain Changes	16

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Section 5.21	Insurance	17
Section 5.22	Projections	17
Section 5.23	Additional Representations and Warranties	17
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER		17
Section 6.1	Organization	17
Section 6.2	Authority	17
Section 6.3	No Violation or Breach; Consents and Approvals	17
Section 6.4	Brokers	18
Section 6.5	Acquisition as Investment	18
Section 6.6	Opportunity for Independent Investigation; No Other Representations	18
Section 6.7	Legal Proceedings	18
Section 6.8	Compliance with Laws and Orders	18
Section 6.9	Additional Representations and Warranties	19
ARTICLE VII COVENANTS AND AGREEMENTS		19
Section 7.1	Regulatory and Other Approvals	19
Section 7.2	Access of Purchaser	19
Section 7.3	Certain Restrictions	20
Section 7.4	Spare Parts	22
Section 7.5	Casualty	22
Section 7.6	Condemnation	22
Section 7.7	Updating	23
Section 7.8	Announcements	23
Section 7.9	Post-Closing Books and Records	24
Section 7.10	Further Assurances	24
Section 7.11	Distributions	24
Section 7.12	Excluded Items	24
Section 7.13	Additional Covenants	25
ARTICLE VIII TERMINATION		25
Section 8.1	Termination of Agreement	25
Section 8.2	Effect of Termination	25
ARTICLE IX TAXES		26
Section 9.1	Transfer Taxes	26
Section 9.2	Tax Matters	26
Section 9.3	Treatment of Payments	29
ARTICLE X INDEMNIFICATION, LIMITATIONS OF LIABILITY AND WAIVERS		29
Section 10.1	Indemnification.	29
Section 10.2	Limitations of Liability.	30
Section 10.3	Notice; Duty to Mitigate.	31
Section 10.4	Indirect Claims	32
Section 10.5	Waiver of Other Representations	32
Section 10.6	Environmental Waiver and Release	33
Section 10.7	Waiver of Remedies.	33
Section 10.8	Indemnification Procedures.	34
Section 10.9	Access to Information	35
ARTICLE XI CONFIDENTIALITY		36
Section 11.1	Pre-Closing Confidential Information	36

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Section 11.2	Post-Closing Seller Confidential Information.	37
Section 11.3	Post-Closing Purchaser Confidential Information.	37
Section 11.4	Limitations on Confidential Information.	38
ARTICLE XII MISCELLANEOUS		40
Section 12.1	Notices	40
Section 12.2	Remedies.	41
Section 12.3	Entire Agreement	41
Section 12.4	Expenses	42
Section 12.5	Schedules	42
Section 12.6	Nature of Representations and Warranties	42
Section 12.7	Waiver	42
Section 12.8	Amendment; Amendments Relating Only to an Acquired Companies Acquisition	43
Section 12.9	No Third Party Beneficiary	43
Section 12.10	Assignment; Binding Effect	43
Section 12.11	Headings	43
Section 12.12	Invalid Provisions	43
Section 12.13	Counterparts; Facsimile	44
Section 12.14	Governing Law; Waiver of Jury Trial; Service of Process	44
Section 12.15	Alternative Dispute Resolution	44
Section 12.16	ROFO Projects	47

EXHIBITS
Exhibit A	Defined Terms
Exhibit B	Form of Assignment and Assumption Agreement
Exhibit C-1	Form of Officer’s Certificate of Seller
Exhibit C-2	Form of Officer’s Certificate of Purchaser
Exhibit D	Form of Secretary’s Certificate
Exhibit E	Form of Incumbency Certificate
Exhibit F	Form of Guaranty Agreement
Exhibit G	Form of Additional Acquired Companies Amendment

ACQUIRED COMPANIES ANNEXES

Ashtabula Wind III Acquired Companies Annex

Baldwin Wind Acquired Companies Annex

Mammoth Plains Wind Acquired Companies Annex

Stateline Wind Acquired Companies Annex

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PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of April 28, 2015, by and between NEP US SELLCO, LLC, a Delaware limited liability company (“Seller”), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”).

RECITALS

WHEREAS, Seller owns the Interests (as defined below) as described in each of the Acquired Companies Annexes (as defined below); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, each on the terms and conditions set forth in this Agreement (as defined below) and the other Transaction Documents (as defined below) and at one or more Closings (as defined below), each such Interest.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Purchaser and Seller hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1Definitions. Terms defined in the preamble or other Sections of this Agreement and in the applicable Acquired Companies Annexes shall have the meanings set forth therein and the terms defined in Exhibit A shall have the meanings set forth therein.

Section 1.2Rules of Construction.

(a)All “Article,” “Section,” “Exhibit” and “Acquired Companies Annex” references used in this Agreement are to articles, sections, exhibits and annexes to this Agreement unless otherwise specified. All “Schedule” references used in this Agreement are to schedules to the Acquired Companies Annexes unless otherwise specified. The Exhibits and Acquired Companies Annexes attached to this Agreement and the Schedules attached to each of the Acquired Companies Annexes constitute a part of this Agreement and are incorporated herein for all purposes and references to this Agreement shall include a reference to all Exhibits, Acquired Companies Annexes and Schedules, as the same may be amended, modified or supplemented from time to time.

(b)A term defined as one part of speech (such as a noun) shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. A term defined in the singular number shall include the correlative plural and vice versa.

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The words “includes” or “including” shall mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear (except where a particular section or article is specified) and unless otherwise specified, any reference to a Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder. All references to a particular entity shall include a reference to such entity’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement. References to any agreement, document or instrument shall mean a reference to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced from time to time. The word “or” will have the inclusive meaning represented by the phrase “and/or.” “Shall” and “will” mean “must”, and shall and will have equal force and effect and express an obligation. “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible form. The titles, captions or headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(c)Time is of the essence in this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Relative to the determination of any period of time, “from” means “including and after,” “to” means “to but excluding” and “through” means “through and including.”

(d)All accounting terms used herein and not expressly defined herein shall have the meanings given to them under, and all accounting determinations hereunder shall be made in accordance with, GAAP.

(e)Any reference in this Agreement to “$” or “dollars” shall mean U.S. dollars.

(f)Each Party acknowledges that this Agreement was negotiated by it with the benefit of representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.

(g)The Parties acknowledge and agree that each Acquired Companies Acquisition (as defined below) is intended to be independent of each other Acquired Companies Acquisition to the same extent as though the Parties had executed a separate purchase and sale agreement for each Acquired Companies Acquisition that incorporates, in each case, the common terms and provisions of this Agreement and the specific terms and provisions of each applicable Acquired Companies Annex. Such transactions have been included in this Agreement for convenience. Accordingly, this Agreement should be construed and interpreted in a manner that preserves the independent nature of each Acquired Companies Acquisition and, unless the context otherwise requires, each of the covenants, representations and warranties, indemnification obligations and applicable limitations thereon and other terms and provisions of this Agreement shall be applied to give effect to such intention of the Parties. To the extent that any provision in an Acquired Companies Annex conflicts with the provisions of this Agreement (excluding each Acquired Companies Annex), the terms of such Acquired Companies Annex shall control.

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ARTICLE II

PURCHASE AND SALE

Section 2.1Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, including any applicable Acquired Companies Annex, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, on a Closing Date, all of Seller’s right, title and interest in, to and under, each Interest with respect to which the Closing is occurring.

Section 2.2Purchase Price. The aggregate consideration to be paid for the purchase of each Interest shall consist of the payment of the amounts described in the Acquired Companies Annex applicable to such Interest. The aggregate amount of the Base Purchase Prices for the initial four Acquired Companies Acquisitions for which Acquired Companies Annexes are in effect as of the Effective Date is Four Hundred Eleven Million Six Hundred Thousand Dollars ($411,600,000).

ARTICLE III

CLOSING AND CLOSING CONDITIONS

Section 3.1Closing. With respect to each Acquired Companies Acquisition, subject to the satisfaction of the Closing Conditions applicable to such Acquired Companies Acquisition, or the waiver thereof by the Party entitled to waive the applicable Closing Condition, the closing of the sale of the Interest and the consummation of such Acquired Companies Acquisition (each, a “Closing”) shall take place at the offices of Seller (or at such other place as the Parties may designate in writing) on the third (3^rd) Business Day following the date on which all of the applicable Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such Closing Conditions) or waived by the Party entitled to waive the applicable Closing Condition, unless another date is agreed to in writing by Purchaser and Seller. Unless otherwise agreed by the Parties in writing, the Closing shall be deemed effective and all right, title and interest of Seller in the applicable Interest to be acquired by Purchaser shall be considered to have passed to Purchaser as of 12:01 a.m. Eastern Time on the Closing Date. The Closing of any Acquired Companies Acquisition may occur simultaneously with the Closing or Closings of one or more other Acquired Companies Acquisitions or the Closings of one or more Acquired Companies Acquisitions may occur on separate Closing Dates, subject in each case to each Closing occurring prior to the termination of this Agreement or, if applicable, the partial termination of this Agreement with respect to the Acquired Companies Acquisition with respect to which the Closing is to occur.

Section 3.2Closing Deliveries by Seller. At each Closing, Seller shall deliver to Purchaser:

(a)an assignment and assumption agreement with respect to the applicable Interest duly executed by Seller, substantially in the form attached hereto as Exhibit B;

(b)a duly executed non-foreign person affidavit of Seller dated as of the applicable Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;

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(c)(i) a certificate, dated as of the applicable Closing Date and executed by an authorized officer of Seller substantially in the form attached as Exhibit C-1, (ii) a certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached as Exhibit D and (iii) an incumbency certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached as Exhibit E;

(d)a guaranty agreement duly executed by the Guarantor, substantially in the form attached hereto as Exhibit F (the “Guaranty Agreement”); and

(e)all other previously undelivered certificates, agreements and other documents required by this Agreement, including paragraph 1 of Part IV of the applicable Acquired Companies Annex, to be delivered by Seller at or prior to the applicable Closing.

Section 3.3Closing Deliveries by Purchaser. At each Closing, Purchaser shall deliver to Seller:

(a)the Closing Purchase Price;

(b)an assignment and assumption agreement with respect to the applicable Interest duly executed by Purchaser, substantially in the form attached hereto as Exhibit B;

(c)(i) a certificate, dated as of the applicable Closing Date and executed by an authorized officer of Purchaser substantially in the form attached as Exhibit C-2, (ii) a certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit D and (iii) an incumbency certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit E; and

(d)all other previously undelivered certificates, agreements and other documents required by this Agreement, including paragraph 2 of Part IV of the applicable Acquired Companies Annex, to be delivered by Purchaser at or prior to the applicable Closing.

Section 3.4Conditions Precedent to the Obligations of Purchaser and Seller. The respective obligations of each Party to this Agreement to consummate any Acquired Companies Acquisition are subject to the satisfaction or written waiver, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser in whole or in part to the extent permitted by applicable Law):

(a)there shall not be in effect any Law enacted, issued, entered or promulgated by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the applicable Acquired Companies Acquisition;

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(b)there shall not be pending any suit, action or proceeding filed by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the applicable Acquired Companies Acquisition;

(c)all Consents or orders of, or expirations of waiting periods imposed by, any Governmental Authority, that are legally required for the consummation of the applicable Acquired Companies Acquisition shall have occurred or been filed or obtained and shall be in full force and effect;

(d)the Company Consents (other than those referred to in Section 3.4(c)) that are marked with an asterisk on Schedule 5.3 to such Acquired Companies Annex shall have been obtained and be in full force and effect; and

(e)each of the additional conditions, if any, described in paragraph 1 of Part V of the applicable Acquired Companies Annex have been satisfied or waived by Seller and Purchaser.

Section 3.5Conditions Precedent to the Obligations of Seller. The obligations of Seller to consummate any Acquired Companies Acquisition, are subject to the satisfaction or written waiver on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law):

(a)the representations and warranties of Purchaser set forth in Article VI hereof (without regard to any materiality or material adverse effect qualifiers set forth therein) that are applicable to the applicable Acquired Companies Acquisition and the Acquired Companies described in the applicable Acquired Companies Annex shall be true and correct on and as of the applicable Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, and Seller shall have received a certificate substantially in the form attached as Exhibit C-2 signed by an authorized officer of Purchaser, dated the applicable Closing Date, to the foregoing effect;

(b)Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the applicable Closing Date and Seller shall have received a certificate substantially in the form attached as Exhibit C-2 signed by an authorized officer of Purchaser, dated as of such Closing Date, to the foregoing effect;

(c)from and after the applicable Effective Date, there shall not have occurred any Purchaser Material Adverse Effect;

(d)Purchaser shall have executed and delivered, or caused to be executed and delivered, to Seller all of the items referred to in Section 3.3; and

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(e)each of the additional conditions, if any, described in paragraph 2 of Part V of the applicable Acquired Companies Annex have been satisfied or waived by Seller.

Section 3.6Conditions Precedent to the Obligations of Purchaser. The obligations of Purchaser to consummate any Acquired Companies Acquisition are subject to the satisfaction or written waiver, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law):

(a)the representations and warranties of Seller set forth in Article IV and Article V hereof (without regard to materiality and material adverse effect qualifiers set forth therein) that are applicable to the applicable Acquired Companies Acquisition and the Acquired Companies described in the applicable Acquired Companies Annex shall be true and correct on and as of the applicable Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1signed by an authorized officer of Seller, dated the applicable Closing Date, to the foregoing effect;

(b)Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller on or prior to the applicable Closing Date and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the applicable Closing Date, to the foregoing effect;

(c)Seller shall have executed and delivered, or caused to be executed and delivered, to Purchaser all of the items referred to in Section 3.2;

(d)from and after the applicable Effective Date, there shall not have occurred any Material Adverse Effect;

(e)the applicable Project Company shall have been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the applicable Closing Date, to the foregoing effect; and

(f)each of the additional conditions, if any, described in paragraph 3 of Part V of the applicable Acquired Companies Annex have been satisfied or waived by Purchaser.

Section 3.7Frustration of Closing Conditions. Neither Seller nor Purchaser may rely on the failure of any Closing Condition if such failure was caused directly or indirectly by such Person’s failure to comply with any provision of this Agreement.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING SELLER

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller with respect to each Acquired Companies Annex, as applicable, Seller hereby represents and warrants to Purchaser:

Section 4.1Organization. Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation.

Section 4.2Authority; Enforceability. Seller has all requisite limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to hold, sell and transfer each Interest. The execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action on behalf of Seller. This Agreement and the Transaction Documents to which Seller is a party have been duly and validly executed and delivered by Seller and constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Section 4.3The Interest. With respect to each Acquired Companies Annex, Seller is the sole member of each Company described in such Acquired Companies Annex, and holds such Interest free of all Encumbrances or restrictions on transfer other than (a) those arising under the Organizational Documents of the Company, (b) those arising under this Agreement, (c) those securing Taxes not yet due and payable, (d) those arising under any applicable securities Laws of any jurisdiction and (e) those described in Schedule 4.3 to the applicable Acquired Companies Annex for such Company. Seller is the only Person with an interest in the profits, losses, distributions and capital of, or other economic interest in, each Company. Each such Interest is validly issued and fully paid. Seller has good and valid title to each such Interest, free and clear of all Encumbrances other than as provided in the first sentence of Section 4.3.

Section 4.4No Violation or Breach; Consents and Approvals. With respect to each Acquired Companies Acquisition, the execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party do not, and the performance by Seller of its obligations under this Agreement and the Transaction Documents to which Seller is or will be a party will not:

(a)    result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;

(b)    assuming all of the Seller Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, result in a violation or a breach of, default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any material Contract to which Seller is a party or Permit, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a Material Adverse Effect; or

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(c)        assuming all of the Seller Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, (i) result in a violation or breach of any term or provision of any Law applicable to Seller, except as would not have a Material Adverse Effect or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 4.5Brokers. Seller has no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to any Acquired Companies Acquisition for which Purchaser or any Acquired Company could become liable or obligated.

Section 4.6Additional Representations and Warranties. The additional representations and warranties of Seller set forth in paragraph 1 of Part VI of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE V

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller with respect to each Acquired Companies Annex, as applicable, Seller hereby represents and warrants to Purchaser with respect to each of the Acquired Companies described in such Acquired Companies Annex:

Section 5.1Organization. Each Acquired Company is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation, and has all requisite limited liability company power and authority, as applicable, to conduct its business as it is now being conducted and to own, lease and operate its assets. Each Acquired Company is duly qualified or authorized to do business as a foreign company and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect. Prior to the applicable Effective Date, Seller has made available to Purchaser complete and correct copies of the Organizational Documents of each Acquired Company, each as amended, restated or otherwise supplemented to the applicable Effective Date, and such documents are in full force and effect.

Section 5.2Capitalization.

(a)    Schedule 5.2 to the applicable Acquired Companies Annex accurately sets forth the ownership structure and capitalization of each Acquired Company as of the applicable Effective Date.

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(b)    Except as set forth on Schedule 5.2 to the applicable Acquired Companies Annex, (i) there are no outstanding Equity Securities of any Acquired Company; (ii) no Acquired Company has granted to any Person any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of any Acquired Company; and (iii) none of the Equity Securities of any Acquired Company are subject to any voting trust, member or partnership agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Equity Securities of any Acquired Company, other than the Organizational Documents of any Acquired Company.

(c)    Except for the Company’s ownership of the Project Company Interests and as set forth on Schedule 5.2 to the applicable Acquired Companies Annex, none of the Acquired Companies have subsidiaries or own Equity Interests in any Person.

Section 5.3No Violation or Breach; Consents and Approval. With respect to each Acquired Companies Acquisition, the execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party do not, the performance by Seller of its obligations hereunder and thereunder will not, and such Acquired Companies Acquisition will not:

(a)    result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of any applicable Acquired Company;

(b)    assuming all of the Seller Consents and Company Consents described in such Acquired Companies Annex have been obtained, result in a material violation or a material breach of, default (or give rise to any material right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any Material Contract, Land Contract or Permit or result in the imposition or creation of any Encumbrance (other than as set forth on Schedule 5.3) on any asset of any applicable Acquired Company or on the applicable Interest; or

(c)    assuming all of the Seller Consents and Company Consents to such Acquired Companies Annex have been obtained, (i) result in a material violation or material breach of any term or provision of any Law applicable to any Acquired Company or any of its assets or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 5.4 Business. The Business of the applicable Acquired Companies is the only business operation carried on by such Acquired Companies. Except as disclosed in Schedule 5.4 to the Acquired Companies Annex for such Acquired Companies, the assets owned, leased or licensed by the applicable Acquired Companies and the assets that the applicable Acquired Companies otherwise have the right to use do, and immediately after the applicable Closing, will constitute the tangible assets that are sufficient to conduct their Business as currently conducted and as conducted on the applicable Closing Date and such assets, taken as a whole, are in good condition, normal wear and tear excepted. The applicable Acquired Companies have good title to the assets they purport to own, free and clear of any Encumbrances (other than Permitted Encumbrances) and have valid leases, licenses or other rights to use the other assets referred to in the prior sentence, subject to the exception referred to in the prior sentence.

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Section 5.5Bank Accounts. Schedule 5.5 to the applicable Acquired Companies Annex sets forth an accurate and complete list of the names and locations of banks, trust companies and other financial institutions at which each Acquired Company maintains accounts of any nature (other than accounts maintained under a collateral accounts agreement or similar depositary agreement entered into in connection with any financing to which an Acquired Company is a party and which accounts are referenced in one or more Material Contracts) or safe deposit boxes and the names of all Persons authorized to draw thereon, make withdrawals therefrom or have access thereto.

Section 5.6Legal Proceedings. Except as set forth on Schedule 5.6 to the applicable Acquired Companies Annex, there is no Claim pending, or to Seller’s Knowledge, threatened against any Acquired Company that affects the Acquired Company, the applicable Project or the assets of any such Acquired Company that (a) if adversely determined would materially affect any Acquired Company, the applicable Project or any assets of any Acquired Company or (b) seeks a writ, judgment, order or decree restraining, enjoining or otherwise prohibiting or making illegal the Acquired Companies Acquisition.

Section 5.7Compliance with Laws and Orders. Each Acquired Company is in material compliance with all Laws and orders applicable to it; provided, however, that this Section 5.7 does not address Taxes, which are exclusively addressed by Section 5.9; employee matters and employee benefits, which are exclusively addressed by Sections 5.17 and 5.18, respectively; or environmental matters, which are exclusively addressed by Section 5.14.

Section 5.8Liabilities. No Acquired Company has any liability or obligation that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations of such Acquired Companies (a) incurred in the Ordinary Course of Business, (b) that do not and are not individually or in the aggregate reasonably expected to have a Material Adverse Effect, (c) that constitute amounts due under the Material Contracts or (d) as set forth in Schedule 5.8 to the applicable Acquired Companies Annex.

Section 5.9Taxes. Except as set forth on Schedule 5.9 to the applicable Acquired Companies Annex: (a) all material Tax Returns that are required to be filed on or before the Closing Date by each Acquired Company have been or will have been duly and timely filed, (b) all such Tax Returns are true, correct and complete in all material respects, (c) all Taxes that are shown to be due on such Tax Returns and all other Taxes whether or not shown as due on such Tax Returns that are due and owing have been or will have been timely paid in full or have been or will be adequately reserved in accordance with GAAP, (d) all withholding Tax requirements imposed on the Acquired Companies have been satisfied in full in all material respects, except for amounts that are being contested in good faith, (e) no Acquired Company has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency, (f) there are no pending or active, or to Seller’s Knowledge threatened audits or legal proceedings involving Tax matters with respect to the Acquired Companies nor has Seller been notified of any request for examination, (g) there are no liens for Taxes upon the Interests or upon any of the assets of the Acquired Companies, except for Permitted Encumbrances, (h) immediately upon Closing, none of the Acquired Companies will be a party to or will be bound by any Tax allocation or sharing agreement or Tax indemnity agreement (excluding, however, commercial agreements entered into in the Ordinary Course of Business and not primarily concerned with Taxes) pursuant to which it is liable for the Taxes of any other Person, other than any Tax allocation or sharing agreements, if any, that the Acquired Companies become subject to as a result of Purchaser’s ownership of the Company, (i) each of the Acquired Companies is, and has been since its formation, classified as either an entity disregarded as separate from its owner or a partnership for U.S. federal income tax purposes and has no liability for the Taxes of any Person under Reg. §1.1502-6 (or

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any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise, (j) no written claim, or to Seller’s Knowledge unwritten claim, has been made by any Taxing Authority (domestic or foreign) in any jurisdiction where the Acquired Companies do not file Tax Returns that any such entity (or its owner for Tax purposes in the case of a disregarded entity) may be subject to Tax by that jurisdiction; (k) neither the Acquired Companies nor the Seller, nor any Affiliate of Seller with respect to the assets or operations of an Acquired Company, is or has ever entered into or been a party to any “listed transaction”, as defined in Section 1.6011-4(b)(2) of the Treasury Regulations; and (l) none of the Acquired Companies owns an interest in real property in any state or local jurisdiction in which a Tax is imposed, or the value of the interest is reassessed, on the transfer of an interest in real property and which treats the transfer of an interest in an entity that owns an interest in real property as a transfer of the interest in real property. The representations and warranties in this Section 5.9 are the sole and exclusive representations and warranties of Seller with respect to Taxes.

Section 5.10Regulatory Status. The applicable Project Company is an “Exempt Wholesale Generator” within the meaning of the Public Utility Holding Company Act of 2005, and has been granted authorization by FERC to charge market-based rates for sales of electric energy, capacity and ancillary services. Except as set forth on Schedule 5.10 to the Acquired Companies Annex, no consent, approval, authorization, order, filing, registration or qualification of or with FERC or any other Governmental Authority is required to be obtained with respect to (a) the execution and delivery of the Transaction Documents or (b) the consummation of the applicable Acquired Companies Acquisition.

Section 5.11Contracts.

(a)    Schedule 5.11(a) to the applicable Acquired Companies Annex sets forth a list of the following Contracts to which an Acquired Company is a party or by which the Acquired Company may be bound (the “Material Contracts”):

(i)    Contracts for the future purchase, exchange or sale of electric power or ancillary services;

(ii)    Contracts for the future transmission of electric power;

(iii)    interconnection Contracts;

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(iv)    other than Contracts of the nature addressed by Section 5.11(a)(i) - (iii) and the Land Contracts, Contracts (A) for the sale of any asset or (B) that grant a right or option to purchase or sell any asset, other than in each case Contracts relating to assets with a value of less than Five Hundred Thousand Dollars ($500,000);

(v)    other than Contracts of the nature addressed by Section 5.11(a)(i) - (iv) and the Land Contracts, Contracts for the future receipt of any assets or services requiring payments in excess of Five Hundred Thousand Dollars ($500,000) for each individual Contract;

(vi)    Contracts that purport to limit such Acquired Company’s freedom to compete in any line of business or in any geographic area;

(vii)    partnership, joint venture or limited liability company agreements;

(viii)    Contracts under which it has created, incurred, assumed or guaranteed any outstanding indebtedness for borrowed money or any capitalized lease obligation, or under which it has imposed a security interest on any of its assets, tangible or intangible, which security interest secures outstanding indebtedness for borrowed money;

(ix)    outstanding agreements of guaranty, surety or indemnification (excluding indemnification provisions customarily included in Contracts entered into in the Ordinary Course of Business), direct or indirect, by such Acquired Company;

(x)    Contracts for employment, management or consulting services providing annual compensation in excess of Two Hundred Fifty Thousand Dollars ($250,000) and which are not cancelable by such Acquired Company on notice (and without penalty) of ninety (90) days or less;

(xi)    all Contracts with respect to the purchase, issuance, transfer or Encumbrance of the membership interests of the Acquired Companies; and

(xii)    all Contracts with Seller or any Affiliate of Seller, on the one hand, and any Acquired Company, on the other hand.

(b)    Except as set forth on Schedule 5.11(b) to the applicable Acquired Companies Annex, Seller has provided Purchaser with, or access to, copies of all Material Contracts.

(c)    Except as set forth on Schedule 5.11(c) to the applicable Acquired Companies Annex, each of the Material Contracts, in all material respects, is in full force and effect and constitutes a valid and binding obligation of the Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto.

(d)    Except as set forth on Schedule 5.11(d) to the applicable Acquired Companies Annex, no Acquired Company is in breach or default in any material respect under any Material Contract, and to Seller’s Knowledge, no other party to any of the Material Contracts is in breach or default in any material respect thereunder.

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Section 5.12Real Property.

(a)    The Property constitutes all the real property owned leased, licensed or subleased by any of the Acquired Companies.

(b)    Each Acquired Company has good and valid fee simple title to such portions of the Property that are owned in fee simple absolute, and good and valid leasehold title to such portions of the Property that are subject to leasehold interests, easements and rights-of-way appertaining or related thereto, in each case, which is indicated on Schedule 5.12(b) to the Acquired Companies Annex as being owned or leased by such Acquired Company, as applicable, free and clear of all Encumbrances, other than Permitted Encumbrances.

(c)    Part I of Schedule 5.12(b) to the Acquired Companies Annex contains a true and complete list of all Land Contracts that are included in the assets of the identified Acquired Company. Seller has provided Purchaser with, or access to, copies of all of the Land Contracts described in Part I of Schedule 5.12(b) to the applicable Acquired Companies Annex, as well as the Proforma Policies, if any, or Title Policy, if any, and surveys with respect thereto. Other than as described in Part II of Schedule 5.12(b) to the applicable Acquired Companies Annex:

(i)    each of such Land Contracts is in full force and effect and constitutes a valid and binding obligation of the Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto;

(ii)    no Acquired Company is in breach or default in any material respect under any Land Contract, and to Seller’s Knowledge, no other party to any of the Land Contracts is in breach or default in any material respect thereunder; and

(iii)    pursuant to the Land Contracts described in Part I of Schedule 5.12(b) to the applicable Acquired Companies Annex, the Project Company leases or holds an easement interest, license or permit to use the Property included in the Project Site, in each case, free and clear of all Encumbrances (except for Permitted Encumbrances) created by, through or under the Project Company.

(d)    Other than as described in Schedule 5.12(d) to the applicable Acquired Companies Annex, to Seller’s Knowledge, there are no unrecorded Encumbrances affecting the Property included in the Project Site or any portion thereof other than Permitted Encumbrances.

(e)    There is no Claim pending or, to Seller’s Knowledge, threatened against or involving the Property before any Governmental Authority, including any condemnation proceedings.

(f)    No Acquired Company has received written notice of, nor, to Seller’s Knowledge, has there been, any violation of any covenant or restriction applicable to the Property, or any part thereof, from any Governmental Authority or third party or notice of any violation of any zoning, building, fire or health code or any other Law (or alleged to be applicable) to the Property, or any part thereof.

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(g)    There is no pending litigation known to any Acquired Company or Seller affecting the Property, nor any eminent domain proceedings affecting or threatened against the Property, nor, to Seller’s Knowledge, has there been any occurrence that is reasonably foreseeable to result in any such litigation. Seller has no knowledge of any other such threatened litigation that might result in a judicial or equitable mortgage against the Property or that might result in a consummation of judgment against Purchaser. If any Acquired Company is served with process or receives notice that litigation may be commenced against it, Seller shall promptly notify Purchaser.

(h)    Other than Permitted Encumbrances, to Seller’s Knowledge, there are no leases or licenses affecting the Property or any part thereof, and no Person has occupancy or possession of, and no Person (other than the Purchaser pursuant to this Agreement) has any right or option to purchase or acquire, the Property, or any part thereof or interest therein.

(i)    Other than as described in Schedule 5.12(i) to the applicable Acquired Companies Annex, no Acquired Company has entered into or made any outstanding options, rights of first offer or rights of first refusal to purchase any Land Contract, the Property or any portion thereof or interests therein.

Section 5.13Permits.

(a)    Except as set forth on Schedule 5.13 to the applicable Acquired Companies Annex:

(i)    the Acquired Companies have all material Permits required by applicable Law for the ownership, use or operation of the Business by the Acquired Companies in the manner in which the Business is currently owned and operated and in the manner in which the Business is currently proposed to be owned and operated following the Closing (the “Material Permits”);

(ii)    the Acquired Companies hold, and have timely applied for renewal of, all Material Permits, except any such Permits relating exclusively to the construction (and not operation) of the Business and that are no longer required to continue the construction of the Business;

(iii)    all Material Permits are in full force and effect; and

(iv)    there are no proceedings pending or, to Seller’s Knowledge, threatened which might reasonably result in the revocation, suspension, or adverse modification of any Material Permits.

(b)    All Material Permits are set forth on Schedule 5.13 to the applicable Acquired Companies Annex and Seller has made available to Purchaser copies of all Material Permits.

(c)    Except as set forth on Schedule 5.13 to the applicable Acquired Companies Annex, each Acquired Company is in material compliance with all Material Permits set forth on Schedule 5.13 to the applicable Acquired Companies Annex as being held by such Acquired Company, and neither Seller nor any Acquired Company has received any written notification from any Governmental Authority alleging that any Acquired Company is in material violation of any of such Material Permits, other than with respect to any allegation that no longer remains pending.

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(d)    This Section 5.13 does not address Permits required under Environmental Law, which are exclusively addressed by Section 5.14.

Section 5.14Environmental Matters.

(a)    Seller has made available to Purchaser copies of all material environmental site assessment reports in the possession or control of Seller or an Acquired Company and that relate to environmental matters concerning the operation of the Business.

(b)    The Acquired Companies hold and maintain all Permits required under Environmental Law for the ownership, use or operation of the Business by the Acquired Companies in the manner in which they are currently, or to be, owned and operated (“Environmental Permits”), all Environmental Permits are in good standing and are in full force and effect, and, to Seller’s Knowledge, no Permit is threatened to be revoked, revised, modified or not renewed. All Environmental Permits held are set forth on Schedule 5.14(b) to the applicable Acquired Companies Annex, and Seller has made available to Purchaser copies of all such Permits.

(c)    Except as set forth in Schedule 5.14(c) to the applicable Acquired Companies Annex: (i) each Acquired Company is in compliance in all material respects with all Environmental Laws and Environmental Permits and (ii) the Acquired Company has not received any written communication alleging either or both that (1) the Acquired Company may be in violation of any Environmental Law, or any Permit issued pursuant to Environmental Law or (2) the Acquired Company may have any liability under any Environmental Law;

(d)    Except as set forth in Schedule 5.14(d) to the applicable Acquired Companies Annex, no Acquired Company has been served with written notice of any material Environmental Claims that are currently outstanding and, to Seller’s Knowledge, no material Environmental Claims are threatened against an Acquired Company by any Person under any Environmental Laws. Each Acquired Company is not the subject of any outstanding order or contract with any Governmental Authority or any other third party respecting Environmental Laws, including any remedial action or any Release or threatened Release of a Hazardous Material.

(e)    Except as set forth in Schedule 5.14(e) to the applicable Acquired Companies Annex, to Seller’s Knowledge, there has been no Release of any Hazardous Material as a result of acts or omissions of the Acquired Companies at or from any Property in connection with the Business that would reasonably be expected to result in a Material Adverse Effect.

(f)    This Section 5.14 contains the sole and exclusive representations and warranties of Seller with respect to Hazardous Materials, Environmental Laws, and other environmental matters, as identified herein.

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Section 5.15Intellectual Property.

(a)    Except as set forth on Schedule 5.15(a) to the applicable Acquired Companies Annex, the Acquired Companies own, free and clear of any Encumbrances other than Permitted Encumbrances, or have the licenses or rights to use for the Business, all material Intellectual Property currently used in the Business and that will be required for Purchaser to operate the Business as currently proposed to be operated following the Closing, without payment to any Person, and the consummation of the applicable Acquired Companies Acquisition will not alter or impair any such right. To Seller’s Knowledge, the use by the Acquired Companies of the Intellectual Property currently used in the Business does not infringe on the rights of any Person that would reasonably be expected to have a Material Adverse Effect.

(b)    Neither Seller nor any Acquired Company has (i) received from any Person a claim in writing, or, to Seller’s Knowledge, unwritten, that any Acquired Company is infringing in any material respect the Intellectual Property of such Person or (ii) received any written notice or, to Seller’s Knowledge, unwritten, of any default, and, to Seller’s Knowledge, no event has occurred that with notice or lapse of time, or both, would constitute a material default under any material Intellectual Property License that would reasonably be expected to have a Material Adverse Effect.

(c)    Seller and each of the Acquired Companies has taken reasonable measures to protect the confidentiality of all material trade secrets.

Section 5.16Brokers. The Acquired Companies have no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to the applicable Acquired Companies Acquisition.

Section 5.17Employee Matters. No Acquired Company has, nor has any Acquired Company ever had, any employees. No Acquired Company is a party to a collective bargaining agreement.

Section 5.18Employee Benefits. The Acquired Companies do not sponsor or maintain any Benefit Plan and no Acquired Company has or has ever had any liability, actual or contingent, with respect to any Benefit Plan. The Acquired Companies have no liability with respect to any defined benefit pension plan or any post-retirement welfare plan.

Section 5.19Financial Statements. Seller has made available to Purchaser true and complete copies of the unaudited financial statements of each Acquired Company, in each case, consisting of a balance sheet for the period ending on the applicable Balance Sheet Date and the related statements of income for the period then ended (the “Financial Statements”). The Financial Statements were prepared in accordance with GAAP and fairly present, in all material respects, the financial position of each Acquired Company as of the applicable Balance Sheet Date (subject to the absence of notes and normal year-end adjustments which are not material, either individually or in the aggregate).

Section 5.20Absence of Certain Changes. Except as set forth in Schedule 5.20 to the applicable Acquired Companies Annex, since the applicable Effective Date, (a) each Acquired Company has operated, in all material respects, in the Ordinary Course of Business and (b) there has not been any event or condition that has had or would reasonably be expected to result in a Material Adverse Effect.

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Section 5.21 Insurance. Seller or its Affiliates maintain insurance policiesor other arrangements with respect to the Business consistent with the insurance coverage described on Schedule 5.21 to the applicable Acquired Companies Annex.

Section 5.22Projections. Seller has prepared the financial projections in the Project Model (as defined in the applicable Acquired Companies Annex) (the “Projections”) in good faith, and has developed reasonable assumptions on which such Projections are based. The Projections are consistent in all material respects with the financial provisions of the Contracts relied upon or taken into account in developing such Projections.

Section 5.23Additional Representations and Warranties. The additional representations and warranties of Seller set forth in paragraph 2 of Part VI of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Purchaser with respect to each Acquired Companies Annex, as applicable, Purchaser hereby represents and warrants to Seller:

Section 6.1Organization. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware.

Section 6.2Authority. Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement and any other Transaction Document to which Purchaser is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Transaction Documents to which Purchaser is a party, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action on behalf of Purchaser. This Agreement and the Transaction Documents to which Purchaser is a party have been duly and validly executed and delivered by Purchaser and constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Section 6.3No Violation or Breach; Consents and Approvals. With respect to each Acquired Companies Acquisition, the execution and delivery by Purchaser of this Agreement and the Transaction Documents to which Purchaser is a party do not, and the performance by Purchaser of its obligations under this Agreement and the Transaction Documents to which Purchaser is or will be a party will not:

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(a)    result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Purchaser;

(b)    assuming all of the Purchaser Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, result in a violation or breach of, or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any material Contract to which Purchaser is a party or Permit, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a Purchaser Material Adverse Effect; or

(c)    assuming all of the Purchaser Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, (i) result in a violation or breach of any term or provision of any Law applicable to Purchaser, except as would not have a Purchaser Material Adverse Effect or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 6.4Brokers. Purchaser has no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to any Acquired Companies Acquisition for which Seller or any applicable Acquired Company could become liable or obligated.

Section 6.5Acquisition as Investment. Purchaser is acquiring each Interest described in the applicable Acquired Companies Annex for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person. Purchaser acknowledges that such Interest is not registered pursuant to the 1933 Act and that none of such Interest may be transferred, except pursuant to an effective registration statement under, or an applicable exception from registration under, the 1933 Act. Purchaser is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.

Section 6.6Opportunity for Independent Investigation; No Other Representations. Purchaser acknowledges that: (a) it has had the opportunity to visit with Seller and meet with Seller’s Representatives to discuss any applicable Acquired Company and its business, assets, operations, condition (financial or otherwise) and prospects, (b) all materials and information requested by Purchaser have been provided to Purchaser to Purchaser’s reasonable satisfaction; and (c) except as set forth in Article IV and Article V, none of Seller, any applicable Acquired Company or any Affiliate or Representative thereof makes any representation or warranty, express or implied, as to the Interest, any applicable Acquired Company or the business, assets, operations, condition (financial or otherwise) or prospects of any applicable Acquired Company.

Section 6.7Legal Proceedings. There is no Claim pending or, to Purchaser’s knowledge, threatened against Purchaser that seeks a writ, judgment, order or decree restraining, enjoining or otherwise prohibiting or making illegal any of any Acquired Companies Acquisition.

Section 6.8Compliance with Laws and Orders. Purchaser is not in violation of or in default under any Law or order applicable to Purchaser or its assets the effect of which, in the aggregate, would reasonably be expected to hinder, prevent or delay Purchaser from performing its obligations hereunder.

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Section 6.9Additional Representations and Warranties. The additional representations and warranties of Purchaser set forth in paragraph 3 of Part VI of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE VII

COVENANTS AND AGREEMENTS

Section 7.1Regulatory and Other Approvals. During the Interim Period for each Acquired Companies Acquisition:

(a)    The Parties will, in order to consummate the applicable Acquired Companies Acquisition, (i) proceed diligently and in good faith and use Commercially Reasonable Efforts (including using Commercially Reasonable Efforts to appeal any adverse determination that is appealable), as promptly as practicable, to obtain the Seller Consents, Company Consents and Purchaser Consents described in the applicable Acquired Companies Annex in form and substance reasonably satisfactory to Seller and Purchaser, and to make all required filings with, and to give all required notices to, the applicable Governmental Authorities and (ii) cooperate in good faith with the applicable Governmental Authorities and provide promptly such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith; provided, however, notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that neither Purchaser nor Seller shall have any obligation to pay any consideration, other than customary fees imposed by Governmental Authorities, or to offer to grant, or agree to, any financial or other accommodation in order to obtain any of the Seller Consents, Company Consents and Purchaser Consents described in such Acquired Companies Annex.

(b)    The Parties will provide prompt notification to each other when any such approval referred to in Section 7.1(a) is obtained, taken, made, given or denied, as applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the Acquired Companies Acquisitions.

Section 7.2Access of Purchaser.

(a)    During the Interim Period for each Acquired Companies Acquisition, Seller will provide, and will cause the applicable Acquired Companies to provide, Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to such Acquired Companies and the officers and employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more such Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Business of such Acquired Companies, and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property of such Acquired Companies, the applicable Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Any access or disclosure to Purchaser pursuant to the foregoing shall be subject to such access or disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney-client, work product or similar privilege, (y) not being of

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confidential information concerning the activities of Seller or its Affiliates (other than such Acquired Companies) that is unrelated to such Acquired Companies or the Business of such Acquired Companies or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models.

(b)    During the Interim Period for each Acquired Companies Acquisition, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any applicable Acquired Company, or any Representatives of any Governmental Authority, regarding the Business of such Acquired Companies or any such Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting or with respect to any such communication consented to by Seller, a Representative of Seller shall be entitled to participate therein.

(c)    Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 7.2.

Section 7.3Certain Restrictions. Except as required or permitted hereby, or as otherwise set forth in Schedule 7.3 to the applicable Acquired Companies Annex, during the Interim Period for each Acquired Companies Acquisition, Seller will cause the applicable Acquired Companies to operate in the Ordinary Course of Business of such Acquired Companies. Without limiting the foregoing, except as otherwise set forth in Schedule 7.3 to the applicable Acquired Companies Annex or in the Ordinary Course of Business of such Acquired Companies, as required or expressly permitted by other provisions of this Agreement or as consented to by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, Seller will, during the Interim Period, cause such Acquired Companies not to:

(a)    create, permit or allow any Encumbrances (other than Permitted Encumbrances) to be imposed on or against any of the material assets or create, permit or allow any Encumbrances to be imposed on or against any of the applicable Interest;

(b)    grant any waiver of any material term under any Material Contract or any Land Contract of any of the Acquired Companies;

(c)    sell, transfer, convey, assign, distribute, remove or otherwise dispose of any assets outside the Ordinary Course of Business of the Acquired Companies;

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(d)    other than (i) accounts payable incurred in the Ordinary Course of Business of the Acquired Companies or otherwise incurred pursuant to the Material Contracts of any of the Acquired Companies or (ii) short term, unsecured borrowings or intercompany loans or guarantees that are paid in full and discharged prior to a Closing with respect to the applicable Interest, incur, create, assume or otherwise become liable for indebtedness for borrowed money or issue any debt securities or assume or guarantee the obligations of any other Person;

(e)    except as may be required to meet the requirements of applicable Laws or GAAP, change any accounting method or practice in a manner that is inconsistent with past practice in a way that would reasonably be expected to result in a Material Adverse Effect;

(f)    fail to maintain its existence or consolidate or merge with any other Person or acquire all or substantially all of the assets of any other Person;

(g)    authorize, issue, transfer, dispose, sell or grant any options, warrants, calls or other rights to purchase or otherwise acquire any Equity Securities of any Acquired Company;

(h)    liquidate, dissolve, recapitalize, reorganize or otherwise wind up its business or operations;

(i)    purchase any securities of any Person, except for short-term investments made in the Ordinary Course of Business of the Acquired Companies;

(j)    enter into, terminate, modify or amend (i) any material Permit, (ii) any Material Contract or (iii) any Contract involving total consideration throughout its term in excess of Five Hundred Thousand Dollars ($500,000) (other than Contracts entered into in the Ordinary Course of Business of the Acquired Companies that will be fully performed prior to Closing);

(k)    waive any claims having a value in excess of Two Hundred Fifty Thousand Dollars ($250,000), individually or in the aggregate;

(l)    make any material election with respect to Taxes not required by applicable Law that could have a continuing effect on the relevant Acquired Company following the Closing Date;

(m)    amend or modify its Organizational Documents;

(n)    enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Acquired Companies or the Project;

(o)    hire any employees or adopt any Benefit Plan; or

(p)    agree or commit to do any of the foregoing.

Notwithstanding the foregoing, Seller may permit any of the Acquired Companies to take actions with respect to emergency situations so long as Seller shall, upon receipt of notice of any such actions, promptly inform Purchaser of any such actions taken outside the Ordinary Course of Business of such Acquired Companies.

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Section 7.4Spare Parts. Notwithstanding anything in this Agreement to the contrary, prior to the Closing, Seller shall have the right to use spare parts in the Ordinary Course of Business of the Acquired Companies.

Section 7.5Casualty. Other than when any of the assets of any Acquired Company are damaged or destroyed by casualty loss during the Interim Period for each Acquired Companies Acquisition and such loss would constitute a Material Adverse Effect (after taking into account the provisions of this Section 7.5), if any of the assets of any Acquired Company are damaged or destroyed by casualty loss during such Interim Period, the sum of (a) the cost of restoring such damaged or destroyed assets to a condition reasonably comparable to their prior condition (net of and after giving effect to any insurance proceeds received by any of the applicable Acquired Companies for such restoration) and (b) to the extent not included in the preceding clause (a), the amount of any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such casualty loss of assets of such Acquired Company shall be estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith promptly after the date of the event giving rise to the casualty loss (the “Casualty Value”). Seller shall either (i) repair or replace such damaged or destroyed assets to a condition reasonably comparable to their prior condition and, if applicable, reduce the applicable Purchase Price by the portion of the Casualty Value attributed to any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such casualty loss (net of and after giving effect to any insurance proceeds received by any of the applicable Acquired Companies related thereto) or (ii) reduce the amount of the applicable Purchase Price by such Casualty Value. Seller shall provide Purchaser notice of its election within five (5) Business Days after the qualified firm selected to determine the Casualty Value notifies Seller and Purchaser of the amount of the Casualty Value. In the absence of a Material Adverse Effect, whether Seller elects to proceed under clause (i) or (ii) above, such casualty loss shall not affect the applicable Closing. Seller and Purchaser shall use reasonable efforts to cause the qualified firm that is selected to determine the Casualty Value to make such determination promptly following such firm’s selection, but in any event not later than ten (10) days following such firm’s selection.

Section 7.6Condemnation. Other than when any of the assets of any Acquired Company are taken by condemnation during the Interim Period for each Acquired Companies Acquisition and such loss would constitute a Material Adverse Effect (after taking into account the provisions of this Section 7.6), if any of the assets of any Acquired Company are taken by condemnation during such Interim Period, the sum of (a) the value of such assets in a condemnation proceeding (as determined by a qualified firm reasonably acceptable to Purchaser and Seller) and (b) to the extent not included in the preceding clause (a), the amount of any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such condemnation of such assets (net of and after giving effect to any condemnation award proceeds to be paid to the applicable Acquired Companies and any Tax benefits to the applicable Acquired Companies related thereto) shall be estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the condemnation (the “Condemnation Value”). Seller shall either (i) replace the assets that are subject to the condemnation proceeding with reasonably comparable assets and, if applicable, reduce the applicable Purchase Price by the portion of the Condemnation Value attributed to any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such condemnation proceeding or (ii) reduce the Purchase Price by such Condemnation Value. Seller shall provide Purchaser notice of its election within five (5) Business Days after the qualified firm selected to determine the Condemnation Value notifies Seller and Purchaser of the amount of the Condemnation Value. In the absence of a Material Adverse Effect, whether Seller elects to proceed under clause (i) or (ii) above, such condemnation proceeding shall not affect the applicable Closing.

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Seller and Purchaser shall use reasonable efforts to cause the qualified firm that is selected to determine the Condemnation Value to make such determination promptly following such firm’s selection, but in any event not later than ten (10) days following such firm’s selection.

Section 7.7Updating.

(a)    At any time prior to each Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to the applicable Acquired Companies Annex to include thereon any matters that have arisen after the applicable Effective Date as a result of any actions or inactions of Seller or any of its Affiliates with respect to any of the applicable Acquired Companies, the applicable Project or the applicable Facility that are not prohibited by Section 7.3, including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period that is applicable to the Acquired Companies Acquisition as set forth on Schedule 7.3 to such Acquired Companies Annex. Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the applicable Effective Date.

(b)    In addition to the supplement or amendments to the Schedules made by Seller pursuant to Section 7.7(a), Seller may from time to time notify Purchaser of any changes or additions to any of the Schedules to the applicable Acquired Companies Annex of which it has Knowledge that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller in Articles IV or V such that the applicable closing condition in Section 3.6(a) cannot be satisfied. No such updates made pursuant to this Section 7.7(b) shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement as of the applicable Effective Date or for purposes of Section 3.6(a) unless Purchaser specifically agrees thereto in writing; provided, however, that if the applicable Closing shall occur despite the fact that Seller had notified Purchaser of any changes or additions such that the applicable closing condition in Section 3.6(a) could not be satisfied, then, notwithstanding anything in this Agreement to the contrary (including Article X), no matters disclosed by Seller prior to the applicable Closing that constituted breaches of one or more representations or warranties of Seller in Articles IV or V as of the applicable Effective Date or as of the applicable Closing Date shall be the basis for any indemnification by Seller pursuant to Section 10.1(a).

Section 7.8Announcements. No press release or other public announcement, or public statement or comment in response to any inquiry, relating to this Agreement or the transactions contemplated hereby shall be issued or made by either Purchaser or Seller, or any of their Affiliates, without the consent of Purchaser or Seller, as the case may be, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that a press release or other public announcement, regulatory filing, statement or comment made without such consent, including in furtherance of the requirements of Section 7.1, shall not be in violation of this Section 7.8 if it is made in order to comply with applicable Laws or stock exchange rules and in the reasonable judgment of the Party or Affiliate making such release or announcement, based upon advice of counsel, prior review and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a sufficiently timely fashion to comply with such applicable Laws or rules; provided, further, that in all instances Purchaser or Seller, as the case may be, shall provide prompt notice of any such release, announcement, statement or comment to the other Party.

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Section 7.9Post-Closing Books and Records. From and after Closing with respect to each group of Acquired Companies, Purchaser agrees to preserve and keep the books and records of any Acquired Company in such Acquired Companies that relate to the period prior to the applicable Closing Date (including all accounting records) for a period of six (6) years from the applicable Closing, or for any longer periods as may be required by any Law, any Governmental Authority or any ongoing litigation. If Purchaser wishes to destroy such records after such time period, it shall give sixty (60) days’ prior written notice to Seller and Seller shall have the right, at its option and expense and, upon prior written notice within such sixty (60)-day period, to take possession of the books and records within ninety (90) days after the date of Purchaser’s notice to Seller. From and after the applicable Closing, Purchaser agrees, upon reasonable prior notice from Seller, to provide to Seller and its Representatives access to or copies of books and records of any applicable Acquired Company to the extent relating to events that occurred prior to the applicable Closing.

Section 7.10Further Assurances. Subject to the terms and conditions of this Agreement, each Party shall (at its own cost and expense) at any time and from time to time, upon reasonable request, (a) do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, transfers or assignments as may be reasonably necessary to consummate the applicable Acquired Companies Acquisition in accordance with the terms hereof and to cause to be fulfilled the Closing Conditions applicable to each Closing and (b) take such other actions as may be reasonably required in order to carry out the intent of or otherwise implement or give effect to this Agreement; provided that in no event shall any Party be required to take any action that (i) increases, in any way, the liability or obligations of such Party, (ii) in the opinion of its counsel, is unlawful or would or could constitute a violation of any applicable Law or require the approval of any Governmental Authority or (iii) could reasonably be expected to prevent or materially impede, interfere with or delay any Acquired Companies Acquisition.

Section 7.11Distributions. Notwithstanding anything in this Agreement to the contrary, Seller shall have the right to cause the Acquired Companies to pay cash dividends, make cash distributions and assign accounts receivable to Seller or its Affiliates at any time prior to a Closing with respect to the applicable Acquired Companies.

Section 7.12Excluded Items. Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller agree that each Acquired Companies Acquisition shall exclude those items listed on Schedule 7.12 to the applicable Acquired Companies Annex (in each case, the “Excluded Items”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the applicable Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller. Purchaser acknowledges that the inability of Seller to have any Excluded Item distributed, transferred or assigned, in each case effective as of or prior to the Closing, from any applicable Acquired Company for any reason shall not delay the applicable Closing, and any Excluded Item that Seller is unable to so distribute, transfer or assign by the applicable Closing shall be referred to as a “Non-Transferred Excluded Item.” After the applicable Closing Date with respect to each Non-Transferred Excluded Item, Purchaser shall, at Seller’s expense, use Commercially Reasonable Efforts to cause any Person under its control with knowledge of relevant facts pertaining to any Non-Transferred Excluded Item to provide assistance to Seller as reasonably requested by Seller to cause the transfer of each Non-Transferred Excluded Item following the applicable Closing Date to Seller or a non-Acquired Company Affiliate of Seller and, pending such transfer, to optimize the value of each Non-Transferred Excluded Item. If any payment is

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received by an applicable Acquired Company, or any other value is received by an applicable Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the applicable Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.

Section 7.13Additional Covenants. The additional covenants of the Parties, or any one of the Parties, as the case may be, set forth in Part VII of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE VIII

TERMINATION

Section 8.1Termination of Agreement. This Agreement, or any Acquired Companies Acquisition, may be terminated, and the transactions contemplated hereby or thereby may be abandoned, as follows:

(a)    this Agreement may be terminated in its entirety by the mutual written consent of Seller and Purchaser at any time prior to any Closing having occurred with respect to an Acquired Companies Acquisition, such termination to be effective as of the date both Seller and Purchaser have signed such written consent; and

(b)    as to each Acquired Companies Acquisition, as provided in Part VIII of the applicable Acquired Companies Annex.

Section 8.2Effect of Termination.

(a)    If this Agreement is validly terminated in its entirety pursuant to Section 8.1(a), there will be no liability or obligation on the part of Seller or Purchaser (or any of their respective Representatives or Affiliates), this Agreement shall thereupon terminate and become void and of no further force and effect and the consummation of any Acquired Companies Acquisition shall be abandoned without further action of the Parties, except as provided in this Section 8.2. If this Agreement is validly terminated with respect to an Acquired Companies Acquisition as provided in Part VIII of the applicable Acquired Companies Annex, then such termination will have the effect as set forth in Part VIII of the applicable Acquired Companies Annex with respect to the applicable Acquired Companies Acquisition; provided, that this Agreement shall otherwise remain in full force and effect until terminated as provided in Section 8.1(a).

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(b)    Regardless of the reason for termination, this Section 8.2, Article X (other than the provisions of Article X that are applicable only from and after the occurrence of the Closing) and Article XII will survive any termination of this Agreement in its entirety or any termination of this Agreement as to any Acquired Companies Acquisition, and each Party shall continue to be liable for any breach of this Agreement by such Party occurring prior to such termination.

(c)    Upon termination of this Agreement by any Party for any reason that results in a termination of this Agreement as to an Acquired Companies Acquisition, Purchaser shall return or destroy, in accordance with the terms of the Confidentiality Agreement, all Confidential Information (as defined in the Confidentiality Agreement) and all other documents and other materials relating to any applicable Acquired Company, or such Acquired Companies Acquisition, whether obtained before or after the execution of this Agreement (collectively, the “Transaction Materials”) and all Transaction Materials received by Purchaser with respect to any such Acquired Company, the applicable Project, the applicable Business of the applicable Acquired Companies or Seller shall remain subject to the Confidentiality Agreement; provided, that if any action, lawsuit or claim is initiated or filed by a Party with respect to this Agreement prior to the earlier of (i) the completion of the return or destruction of all such Transaction Materials in accordance with the terms of the Confidentiality Agreement or (ii) one year following the applicable Effective Date, the Parties shall not be required to complete the return or destruction of the Transaction Materials pursuant to this Section 8.2(c) or the Confidentiality Agreement until such action, lawsuit or claim is resolved, dismissed or withdrawn.

ARTICLE IX

TAXES

Section 9.1Transfer Taxes. Seller, on the one hand, and Purchaser, on the other hand, shall each bear fifty percent (50%) of any Transfer Taxes imposed as a result of any Acquired Companies Acquisition (notwithstanding any requirement of Law). Such Transfer Taxes shall be paid by the Party legally responsible to pay such Taxes and the other Party shall pay to the first Party its share of such Taxes at least three (3) Business Days prior to the Tax payment due date. Seller and Purchaser shall timely file their own Transfer Tax returns as required by applicable Law and shall notify the other Party when such filings have been made. Seller and Purchaser shall cooperate and consult with each other prior to filing such Transfer Tax returns to ensure that all such returns are accurately prepared and timely filed.

Section 9.2Tax Matters. With respect to the Acquired Companies Acquisition and the applicable Acquired Companies, except as provided in Section 9.1 relating to Transfer Taxes:

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(a)    With respect to any Tax Return covering a taxable period ending on or before the applicable Closing Date (a “Pre-Closing Taxable Period”) and any Tax Return covering a taxable period beginning on or before the applicable Closing Date and ending after the applicable Closing Date (a “Straddle Taxable Period”), in each case, that is required to be filed after the applicable Closing Date with respect to any applicable Acquired Company, (i) Seller shall cause such Tax Return to be prepared in a manner consistent with practices followed in prior taxable periods and in compliance with applicable Law except as required by change in Law or fact and, with respect to Tax Returns for a Straddle Taxable Period, shall deliver such Tax Return as so prepared to Purchaser not later than 15 days prior to the due date (including extensions) for filing such Tax Return for Purchaser’s review and comments, (ii) Seller shall cooperate and consult with Purchaser to finalize such Tax Return and (iii) Purchaser shall cause such applicable Acquired Company to execute and duly and timely file such Tax Return with the appropriate Taxing Authority and shall cause such applicable Acquired Company to pay all Taxes shown as due and payable on such Tax Return.

(b)    Seller shall be responsible for and indemnify Purchaser against any Tax with respect to any applicable Acquired Company that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the applicable Closing Date; provided, however, that Seller shall not be liable for, and shall not indemnify Purchaser for, any liability for Taxes (i) that were included as a liability in calculating the applicable Post-Closing Working Capital Adjustment Payment; (ii) that were otherwise paid by Seller, (iii) that were recoverable from a Person other than the Purchaser or the applicable Acquired Companies or (iv) resulting from transactions or actions taken by Purchaser or the applicable Acquired Companies after the applicable Closing. Not later than five (5) days prior to the due date for the payment of any such Tax, Seller shall pay to Purchaser the amount of such Taxes, less any Taxes previously paid. With respect to a Straddle Taxable Period, Seller and Purchaser shall determine the Tax attributable to the portion of the Straddle Taxable Period that ends on the applicable Closing Date by an interim closing of the books of any applicable Acquired Company as of the applicable Closing Date, except for ad valorem or property Taxes (“Property Taxes”) and franchise Taxes of any applicable Acquired Company based solely on capital which shall be prorated on a daily basis to the applicable Closing Date. For this purpose, any franchise Tax paid or payable with respect to any applicable Acquired Company shall be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. In determining whether a Property Tax is attributable to a Pre-Closing Taxable Period or a Straddle Taxable Period, any Property Tax that is based on the assessed value of any assets, property or other rights as of any lien date or other specified valuation date shall be deemed a Property Tax attributable to the taxable period (whether a fiscal year or other tax year) specified on the relevant Property Tax bill that is issued with respect to that lien date or other valuation date.

(c)    Purchaser shall be responsible for and shall pay, or cause to be paid, all Taxes relating to any applicable Acquired Company for which Seller is not required to indemnify Purchaser pursuant to Section 9.2(b) (such Taxes, “Purchaser Taxes”). Purchaser shall indemnify and hold harmless Seller against all Purchaser Taxes.

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(d)    None of Purchaser or any applicable Acquired Company shall carry back any net operating loss or other item or attribute from a period (or portion thereof) that ends after the applicable Closing Date to a Pre-Closing Taxable Period.

(e)    With respect to any Tax (or portion thereof) for which Seller is responsible, Seller shall have the right, at its sole cost and expense, to control the prosecution, settlement or compromise of any proceeding involving such Tax, including the selection of counsel and experts. Purchaser shall (and shall cause any applicable Acquired Company to) take such action in connection with any such proceeding as Seller shall reasonably request from time to time to implement the preceding sentence, including by the execution of powers of attorney. Notwithstanding the foregoing, Purchaser shall be entitled to participate in any such proceeding, at its sole cost and expense, with respect to any issue that could materially and adversely affect Purchaser or any applicable Acquired Company in a taxable period (or portion thereof) beginning after the applicable Closing Date. Seller shall not settle any proceeding in which Purchaser is entitled to participate in accordance with the preceding sentence without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Purchaser shall (and shall cause any applicable Acquired Company to) give written notice to Seller of its receipt of any notice of any audit, examination, claim or assessment for any Tax for which Seller is responsible within twenty (20) days after its receipt of such notice; failure to give any such written notice within such twenty (20)-day period shall limit Seller’s indemnification obligation pursuant to this Agreement to the extent Seller is prejudiced by such failure.

(f)    Seller shall grant to Purchaser (or its designees) access at all reasonable times to all of the information, books and records relating to any applicable Acquired Company within the possession of Seller (including work papers and correspondence with Taxing Authorities), and shall afford Purchaser (or its designees) the right (at Purchaser’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Purchaser (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. Purchaser shall grant or cause any applicable Acquired Company to grant to Seller (or its designees) access at all reasonable times to all of the information, books and records relating to any applicable Acquired Company for Pre-Closing Taxable Periods or Straddle Taxable Periods within the possession of Purchaser (including work papers and correspondence with Taxing Authorities) and to any employees of any Affiliate of an applicable Acquired Company, and shall afford Seller (or its designees) the right (at Seller’s expense) to take extracts therefrom and to make copies thereof, in each case to the extent reasonably necessary to permit Seller (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. After the applicable Closing Date, Purchaser will preserve all information, records or documents in its possession relating to liabilities for Taxes of any applicable Acquired Company for Pre-Closing Taxable Periods or Straddle Taxable Periods until the later of (i) six (6) years after the applicable Closing Date or (ii) six (6) months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes. Purchaser shall not dispose of any of the foregoing items without first offering such items to Seller.

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(g)    If, after the applicable Closing, Purchaser or any applicable Acquired Company receives a refund or utilizes a credit of any Tax of any applicable Acquired Company attributable to a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the applicable Closing Date, Purchaser shall pay to Seller within ten (10) Business Days after such receipt or utilization an amount equal to such refund received or credit utilized by Purchaser or by an applicable Acquired Company, in each case, together with any interest received or credited thereon, net of any reasonable costs associated therewith. Purchaser shall, and shall cause any applicable Acquired Company to, use Commercially Reasonable Efforts to obtain a refund or credit of any Tax of any applicable Acquired Company attributable to a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the applicable Closing Date or to mitigate, reduce or eliminate any such Tax that could be imposed for a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the applicable Closing Date (including with respect to the transactions contemplated hereby).

Section 9.3Treatment of Payments. Any payments made pursuant to this Article IX or Article X with respect to the Acquired Companies Acquisition or the applicable Acquired Companies shall be treated as an adjustment to the applicable Purchase Price described in such Acquired Companies Annex by the Parties for Tax purposes, unless otherwise required by applicable Law.

ARTICLE X

INDEMNIFICATION, LIMITATIONS OF LIABILITY AND WAIVERS

Section 10.1Indemnification.

(a)    Subject to the terms and conditions of this Article X, from and after each Closing with respect to an Acquired Companies Acquisition, Seller shall indemnify and hold harmless Purchaser from and against all Losses incurred or suffered by Purchaser, the Acquired Companies described in the applicable Acquired Companies Annex, and their respective directors, officers, employees, Affiliates, equity holders, agents, attorneys, representatives, successors and assigns (the “Purchaser Indemnified Parties”) based upon, attributable to or resulting from:

(i)    any breach of any representation or warranty of Seller contained in this Agreement with respect to such Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex or in the certificate delivered by Seller pursuant to Section 3.2(c)(i);

(ii)    any breach of any covenant or agreement of Seller contained in this Agreement with respect to such Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex; and

(iii)    any Excluded Items described in the applicable Acquired Companies Annex.

(b)    Subject to the terms and conditions of this Article X, from and after each Closing with respect to an Acquired Companies Acquisition, Purchaser shall indemnify and hold harmless Seller from and against all Losses incurred or suffered by Seller and its directors, officers, employees, Affiliates, equity holders, agents, attorneys, representatives, successors and assigns (the “Seller Indemnified Parties”) based upon, attributable to or resulting from:

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(i)    any breach of any representation or warranty of Purchaser contained in this Agreement with respect to such Acquired Companies Acquisition or in the certificate delivered by Purchaser pursuant to Section 3.3(c)(i); and

(ii)    any breach of any covenant or agreement of Purchaser contained in this Agreement with respect to such Acquired Companies Acquisition.

Section 10.2Limitations of Liability.

(a)    Notwithstanding anything in this Agreement to the contrary:

(i)    the representations and warranties contained in this Agreement with respect to such Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex shall survive until the date falling twelve (12) months after the applicable Closing Date under such Acquired Companies Annex, except that (A) the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 5.1, 5.2, 6.1, 6.2 and 6.4 shall survive for five (5) years following such Closing Date and (B) the representations and warranties in Section 5.9 shall survive until sixty (60) days after the expiration of the applicable statute of limitations;

(ii)    the covenants and agreements in this Agreement that by their nature are required to be performed by or prior to the applicable Closing with respect to an Acquired Companies Acquisition shall terminate with respect to the applicable Acquired Companies Acquisition six (6) months after the applicable Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following such Closing Date shall survive, and thus a claim may brought with respect to a breach thereof, until the date on which each such post-Closing covenant has been fully performed, except that the covenants and agreements in Article IX shall survive until sixty (60) days after the expiration of the applicable statute of limitations;

(iii)    neither Indemnifying Party shall have any liability pursuant to Section 10.1 with respect to each Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex until the aggregate amount of all Losses incurred by the other Indemnified Parties that are subject to indemnification pursuant to Section 10.1 arising out of or relating to such Acquired Companies Acquisition or the applicable Acquired Companies equals or exceeds the Deductible Amount described in the applicable Acquired Companies Annex, in which event the Indemnifying Party shall be liable for Losses arising out of or relating to the applicable Acquired Companies Acquisition or the applicable Acquired Companies only to the extent they are in excess of the Deductible Amount;

(iv)    no Indemnifying Party shall have any liability pursuant to Section 10.1 in connection with any single item or group of related items that result in Losses arising out of or relating to each Acquired Companies Acquisition or the applicable Acquired Companies incurred by the Indemnified Party that are subject to indemnification pursuant to Section 10.1 in the aggregate of less than Fifty Thousand Dollars ($50,000), and no such item or group of related items shall be included in or aggregated for purposes of determining whether the applicable Deductible Amount is exceeded; and

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(v)    in no event shall any Indemnifying Party’s aggregate liability for Losses arising out of or relating to an Acquired Companies Acquisition or the applicable Acquired Companies, whether relating to a breach of a representation and warranty, covenant, agreement or obligation in this Agreement and whether based on contract, tort, strict liability, other Laws or otherwise, exceed the Maximum Indemnification Amount; provided that, such limitation on liability shall not apply to any such Losses resulting from, arising out of or relating to (1) any willful breach of any representation, warranty or covenant or (2) fraud, and, provided, further, that, for the avoidance of doubt, the limitation set forth in this subparagraph (v) shall not be construed to limit in any respect Purchaser’s obligation to pay the Purchase Price described in such Acquired Companies Annex or any portion thereof when due.

(b)    Notwithstanding the foregoing, if a written claim or written notice is duly given in good faith under this Article X with respect to any representation, warranty, covenant or agreement prior to the expiration of the applicable survival period set forth in Sections 10.2(a)(i) or 10.2(a)(ii), the Claim with respect to such representation, warranty, covenant or agreement shall continue indefinitely until such Claim is finally resolved pursuant to this Article X.

(c)    If any fact, circumstance or condition forming a basis for a Claim for indemnification under this Article X shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for indemnification under this Article X, there shall be no duplication in the calculation of the amount of the Losses. In addition, Seller shall not have any liability under this Article X for Losses relating to matters used in determining or calculating the Post-Closing Working Capital Adjustment Payment (other than the failure to pay amounts (if any) that become due and payable by Seller pursuant to Annex II) in accordance with the terms of Annex II.

(d)    An Indemnifying Party shall not be required to indemnify a Party seeking indemnification to the extent of any Losses that a court of competent jurisdiction or arbitrator(s) shall have determined by final judgment to have resulted from the fraud or willful misconduct of the Party seeking indemnification.

Section 10.3Notice; Duty to Mitigate.

(a)    Each Party shall give written notice to the other Party as soon as practicable after becoming aware of any breach by such other Party of any representation, warranty, covenant, agreement or obligation in this Agreement.

(b)    Each Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 shall use its Commercially Reasonable Efforts to mitigate Losses for which indemnification may be sought pursuant to this Article X or Article IX, including (i) using its Commercially Reasonable Efforts to secure payment from insurance policies available and existing on the Closing Date that provide coverage with respect to such Losses (an “Insurance Payment”) and (ii) using its Commercially Reasonable Efforts to secure reimbursement, indemnity or other payment from any third Person obligated by contract or otherwise to reimburse, indemnify or pay the Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to such Losses (a “Third Party Payment” and, together with an Insurance Payment, a “Mitigation Payment”). Notwithstanding anything in this Agreement to the contrary, the recovery by a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 from any Party providing such indemnification

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shall not relieve the Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 of its obligation to mitigate Losses pursuant to this Section 10.3.

(c)    Any amounts payable to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses pursuant to this Article X or Article IX shall be reduced by the amount of the Mitigation Payment, if any, received by the Person entitled to indemnification pursuant to Section 10.1 or Article IX with respect to such Losses. In the event a payment is made to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses and thereafter such Person receives a Mitigation Payment with respect to such Losses, such Person shall reimburse the Party providing such indemnification an amount equal to the lesser of (i) the Mitigation Payment and (ii) the amount so paid by the Party providing such indemnification.

(d)    Any amounts payable to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses pursuant to this Article X or Article IX shall be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of the retroactive or other premium adjustments reasonably attributable thereto) and the amount of any net Tax benefits available to such Person as a result of the payment, incurrence or accrual of such Losses.

Section 10.4Indirect Claims. Without limiting any other remedies of Purchaser under this Agreement, from and after a Closing with respect to any Acquired Companies Acquisition, Purchaser hereby releases Seller, its Affiliates and the officers, directors and employees of the applicable Acquired Companies (acting in their capacity as such) with respect to any claims, liabilities or obligations for controlling stockholder liability or breach of any fiduciary or other duty relating to any pre-Closing actions or failures to act (including negligence or gross negligence) in connection with the business of the applicable Acquired Companies prior to the applicable Closing.

Section 10.5Waiver of Other Representations.

(a)    NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

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(b)    EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.6Environmental Waiver and Release. FROM AND AFTER EACH CLOSING WITH RESPECT TO AN ACQUIRED COMPANIES ACQUISITION, EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL RIGHTS OR REMEDIES WHICH PURCHASER MAY HAVE AGAINST SELLER AT OR UNDER LAW OR OTHERWISE WITH RESPECT TO ANY ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS ARE WAIVED RELATING TO THE APPLICABLE ACQUIRED COMPANIES OR THEIR PROPERTIES OR ASSETS. FROM AND AFTER SUCH CLOSING, EXCEPT AS PROVIDED IN THIS AGREEMENT, PURCHASER DOES HEREBY AGREE, WARRANT, AND COVENANT TO (AND PURCHASER SHALL CAUSE THE APPLICABLE ACQUIRED COMPANIES TO) RELEASE, ACQUIT, AND FOREVER DISCHARGE SELLER AND ANY AFFILIATE OF SELLER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF FROM ANY AND ALL LOSSES, INCLUDING ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY UNDER STATUTE OR COMMON LAW, WHICH COULD BE ASSERTED NOW OR IN THE FUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS OF THE COMPANIES OR THE ASSETS OF THE APPLICABLE ACQUIRED COMPANIES. FROM AND AFTER CLOSING, PURCHASER AND THE APPLICABLE ACQUIRED COMPANIES WARRANT, AGREE, AND COVENANT NOT TO SUE OR INSTITUTE ARBITRATION AGAINST SELLER OR ANY AFFILIATE OF SELLER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF UPON ANY CLAIM, DEMAND, OR CAUSE OF ACTION FOR INDEMNITY AND CONTRIBUTION THAT HAVE BEEN ASSERTED OR COULD BE ASSERTED FOR ANY SUCH ENVIRONMENTAL LIABILITIES, EXCEPT TO THE EXTENT PURCHASER OR ANY AFFILIATE OF PURCHASER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF IS ENTITLED TO INDEMNITY FOR SUCH MATTERS UNDER THIS ARTICLE X.

Section 10.7Waiver of Remedies.

(a)    Purchaser and Seller acknowledge and agree that the indemnification provisions in Article IX and this Article X shall be the exclusive remedy of Purchaser and Seller with respect to any Acquired Companies Acquisition; provided, however, that the foregoing shall not limit or restrict (x) the availability of specific performance or other injunctive or equitable relief to the extent that specific performance or such other relief would otherwise be available to the Parties hereunder (y) prior to a Closing with respect to an Acquired Companies Acquisition, any remedy or relief available under Law, any Transaction

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Document or otherwise with respect to such Acquired Companies Acquisition, except that, in no event may a claim be made for Non-Reimbursable Damages or (z) any remedy or relief available under Law as a result of willful misconduct or fraud.

(b)    Notwithstanding anything in this Agreement to the contrary, except in the case of fraud or willful misconduct, no Representative or Affiliate of Seller shall have any personal liability to Purchaser or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Seller in this Agreement and except in the case of fraud or willful misconduct, no Representative or Affiliate of Purchaser shall have any personal liability to Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Purchaser in this Agreement.

Section 10.8Indemnification Procedures.

(a)    In the event that (i) a Purchaser Indemnified Party or Seller Indemnified Party seeking indemnification (the “Indemnified Party”) becomes aware of the existence of any Claim with respect to which payment may be sought under this Article X or Article IX (an “Indemnification Claim”) or (ii) any legal proceedings shall be instituted, or any Claim shall be asserted, by any Person not party to this Agreement with respect to an Indemnification Claim (a “Third Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party from whom indemnification is sought (the “Indemnifying Party”); provided that, so long as such notice is given within the applicable time period described in Section 10.2(a)(i) or (a)(ii), no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. Each Claim Notice shall be in writing and (A) shall specify the asserted factual basis for indemnification claimed by the Indemnified Party, (B) if such Claim Notice is being given with respect to a Third Party Claim, shall describe in reasonable detail such Third Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and (C) shall specify the amount of (or if not finally determined, a good faith estimate of) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification.

(b)    The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise handle any Indemnification Claim and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise handle any Indemnification Claim, it shall within thirty (30) days after receipt of notice of the underlying Third Party Claim (or sooner, if the nature of the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party does not elect within the Dispute Period to defend against, negotiate, settle or otherwise handle any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise handle such Indemnification Claim.

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If the Indemnifying Party elects to defend against, negotiate, settle with or otherwise handle any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Indemnification Claim. The Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, agree to cooperate with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 10.8 to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment (each a “Settlement”) unless (A) the claimant and such Indemnifying Party provide to such Indemnified Party an unqualified release from all liability with respect to the Indemnification Claim and (B) such Settlement does not impose any liabilities or obligations on the Indemnified Party.

(c)    After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a Settlement or arbitration shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to an Indemnification Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall make prompt payment thereof pursuant to the terms of the agreement reached with respect to the Indemnification Claim.

(d)    If the Indemnifying Party does not undertake within the Dispute Period to defend against an Indemnification Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but, in such case, the Indemnified Party shall control the investigation and defense. Notwithstanding the foregoing or anything in this Section 10.8 to the contrary, the Indemnified Party shall not effect a Settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(e)    In the event that an Indemnified Party has delivered a Claim Notice with respect to an Indemnification Claim that does not involve a Third Party Claim, such Indemnification Claim shall be resolved through the dispute resolution process set forth in Section 12.15.

(f)    To the extent that this Section 10.8 conflicts with the procedures in Article IX, Article IX shall govern.

Section 10.9Access to Information. After each Closing Date with respect to an Acquired Companies Acquisition, Seller and Purchaser shall grant each other (or their respective designees), and Purchaser shall cause the applicable Acquired Companies to grant to Seller (or its designees), access at all reasonable times upon reasonable notice to all of the information, books and records relating to the applicable Acquired Companies in its possession, to the extent such books and records reasonably relate to an

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Indemnification Claim or Third Party Claim and shall afford such party the right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate, prosecute or defend any claims between the Parties arising under, this Agreement other than (a) information relating to post-Closing periods that is commercially sensitive, trade secret or otherwise confidential or (b) in the case of claims between the Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. At or promptly after such Closing, Seller shall deliver to Purchaser all books, records, correspondence, files, and other information of or relating to the applicable Acquired Companies or their properties, business, operations or condition (other than any of the foregoing items that relate to applicable Excluded Items) in Seller’s or its Affiliate’s possession to the extent such information is not in the custody or possession of the applicable Acquired Companies on the applicable Closing Date other than (i) information relating to pre-Closing periods with respect to any non-Company Affiliate that is commercially sensitive, trade secret or otherwise confidential or (ii) in the case of claims between the Parties, any information that is subject to any attorney client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. To the extent that this Section 10.9 conflicts with the procedures in Article IX, Article IX shall govern.

ARTICLE XI

CONFIDENTIALITY

Section 11.1Pre-Closing Confidential Information. Prior to the occurrence of the Closing with respect to an Acquired Companies Acquisition, neither Party shall disclose or otherwise make available to any other third party (other than (a) such Party’s Representatives or (b) rating agencies and current or prospective lenders and equity providers, provided each such Person described in this clause (b) agrees to maintain the confidentiality of such information pursuant to an executed confidentiality agreement containing terms similar, in all material respects, to the provisions of this Article XI) any information of a technical, commercial or business nature regarding the other Party, the applicable Acquired Companies or the terms or conditions of this Agreement or such transactions (“Pre-Closing Confidential Information”) without the prior written consent of such Party, except to the extent that disclosure of such Pre-Closing Confidential Information is required by court order, a Governmental Authority or applicable Law or the rules of any recognized national stock exchange. Pre-Closing Confidential Information shall not include information which (i) has become generally known or available within the industry or the public though no act or omission of the disclosing Party; (ii) the disclosing Party can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of the disclosing Party; (iii) was received by the disclosing Party from a third party who became aware of it through no act or omission of the disclosing Party and who is not known to the disclosing Party to be under an obligation of confidentiality to the other Party; or (iv) the disclosing Party can demonstrate was independently developed by employees or consultants of such Party. In the event that disclosure is required by court order, a Governmental Authority or applicable Law or the rules of any recognized national stock exchange, to the extent permitted by applicable Law, the Party subject to such requirement shall promptly notify the other Party and will use reasonable efforts to obtain protective orders or similar restraints with respect to such disclosure.

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Section 11.2Post-Closing Seller Confidential Information.

(a)    Purchaser acknowledges that Seller Confidential Information is valuable and proprietary to Seller and Purchaser agrees from and after a Closing with respect to any Acquired Companies Acquisition not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any applicable Seller Confidential Information without the prior written consent of Seller. Information shall not be deemed to be Seller Confidential Information if (i) it has become generally known or available within the industry or the public though no act or omission of Purchaser; (ii) Purchaser can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of Purchaser; (iii) it was received by Purchaser from a third party who became aware of it through no act or omission of Purchaser and who is not known to Purchaser to be under an obligation of confidentiality to Seller; or (iv) Purchaser can demonstrate it was independently developed by employees or consultants of Purchaser.

(b)    From and after a Closing with respect to any Acquired Companies Acquisition, Purchaser shall maintain any applicable Seller Confidential Information which has been or will be disclosed directly or indirectly to Purchaser by or on behalf of Seller in confidence by it and shall not disclose or cause to be disclosed by Purchaser or any third party without Seller’s prior express written consent; provided, however, that Purchaser may disclose applicable Seller Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Purchaser in connection with Purchaser’s evaluation or implementation of any Acquired Companies Acquisition; provided, further, that such persons have been informed of the duties required hereby and Purchaser causes such persons to comply with such duties. From and after such Closing, if applicable Seller Confidential Information is disclosed under the provisions of this Section 11.2(b), to the extent permitted by applicable Law, Purchaser shall notify Seller of the same in writing not later than ten (10) Business Days following the disclosure.

(c)    Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of such applicable Seller Confidential Information by Purchaser to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) to comply with applicable Law, (iv) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto or (v) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand.

Section 11.3Post-Closing Purchaser Confidential Information.

(a)    Seller acknowledges that Purchaser Confidential Information is valuable and proprietary to Purchaser and Seller agrees from and after a Closing with respect to any Acquired Companies Acquisition not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any applicable Purchaser Confidential Information without the prior written consent of Purchaser. Information shall not be deemed to be Purchaser Confidential Information if it has become generally known or available within the industry or the public though no act or omission of Seller.

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(b)    From and after a Closing with respect to any Acquired Companies Acquisition, Seller shall maintain any applicable Purchaser Confidential Information which has been or will be disclosed directly or indirectly to Seller by or on behalf of Purchaser in confidence by it and shall not disclose or cause to be disclosed by Seller or any third party without Purchaser’s prior express written consent; provided, however, that Seller may disclose Purchaser Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Seller in connection with the implementation of any Acquired Companies Acquisition; provided, further, that such persons have been informed of the duties required hereby and Seller causes such person to comply with such duties. From and after such Closing, if applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.3(b), to the extent permitted by applicable Law, Seller shall notify Purchaser of the same in writing not later than ten (10) Business Days following the disclosure.

(c)    Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of applicable Purchaser Confidential Information by Seller to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) to comply with applicable Law, (iv) to provide services to Purchaser or its Affiliates, pursuant to this Agreement or any of the other agreements entered into pursuant hereto, (v) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto or (vi) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Purchaser or its Affiliates, on the one hand, and Seller or its Affiliates, on the other hand.

Section 11.4Limitations on Confidential Information.

(a)    Notwithstanding Section 11.2(b) and Section 11.3(b), from and after a Closing with respect to any Acquired Companies Acquisition, applicable Seller Confidential Information and applicable Purchaser Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided, however, that: (i) such applicable Seller Confidential Information and applicable Purchaser Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If applicable Seller Confidential Information or applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.4(a), to the extent permitted by applicable Law, the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure.

(b)    Each Party hereby agrees that from and after a Closing with respect to any Acquired Companies Acquisition it will not make any use of any applicable Seller Confidential Information or applicable Purchaser Confidential Information, as applicable, except in connection with any Acquired

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Companies Acquisition, unless specifically authorized to do so in writing, and this Agreement shall not be construed as a license or authorization to either Party to utilize applicable Seller Confidential Information or applicable Purchaser Confidential Information, as applicable, except for such purpose; provided, however, that notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict or limit in any manner the use by Purchaser (or its Affiliates or its or their respective Representatives) of any applicable Purchaser Confidential Information or Seller (or its Affiliates or its or their respective Representatives) of any applicable Seller Confidential Information, other than the terms and conditions of this Agreement.

(c)    From and after a Closing with respect to any Acquired Companies Acquisition, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such applicable Seller Confidential Information, or applicable Purchaser Confidential Information (as applicable) and (ii) to the extent embodying applicable Seller Confidential Information or applicable Purchaser Confidential Information, all notes or other documents in digital or other format in their possession or in the possession of other persons to whom applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) was properly provided by such Party; provided, however, copies of materials or summaries containing or reflecting applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) may be retained (and are not required to be destroyed) (A) by the Purchaser’s or the Seller’s, as applicable, in house or external attorneys to prevent possible future misunderstandings regarding the scope of the disclosure, (B) by Purchaser or Seller, as applicable, and their respective Representatives (1) to the extent and in the manner required in order to comply with any Law or professional record keeping obligation and (2) that is contained in an archived computer system backup in accordance with security or disaster recovery procedures, in each case so long as applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) retained pursuant to this Section 11.4(c) is not disclosed or used in violation of the other terms of this Agreement and (C) by Seller (or its Affiliates or its or their respective Representatives) if it is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) that such applicable Purchaser Confidential Information is required in order to provide services to Purchaser or any of the applicable Acquired Companies.

(d)    Notwithstanding anything in this Article XI to the contrary, Purchaser hereby acknowledges that the terms of this Article XI shall not restrict the use or retention by Seller or its Affiliates or their Representatives of Purchaser Confidential Information to the extent the use or retention of such Purchaser Confidential Information is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) to be required in order to provide services to Purchaser or any of the Acquired Companies.

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ARTICLE XII

MISCELLANEOUS

Section 12.1Notices. Unless otherwise set forth herein, any notice, request, instruction or other document to be given, provided or furnished hereunder by any Party to the other Party shall be in writing and shall be deemed duly given, provided or furnished (a) upon delivery, when delivered personally, (b) one (1) Business Day after being sent by overnight courier or when sent by facsimile transmission (with a confirming copy sent by overnight courier) or (c) three (3) Business Days after being sent by registered or certified mail, postage prepaid, as follows:

If to Seller:

NEP US SellCo, LLC

c/o NextEra Energy Resources, LLC

700 Universe Boulevard

Juno Beach, Florida 33408-2683

Attention:

Facsimile:

With a copy (which shall not constitute effective notice) to:

Hogan Lovells US LLP

600 Brickell Avenue, Suite 2700

Miami, FL 33131

Attention: Thomas Woolsey, Esq.

Facsimile: 1 305 459 6550

If to Purchaser:

NextEra Energy Partners Acquisitions, LLC

c/o NextEra Energy Partners GP, Inc.

700 Universe Boulevard

Juno Beach, Florida 33408-2683

Attention:

Facsimile:

With a copy (which shall not constitute effective notice) to:

Richards, Layton & Finger, P.A.

One Rodney Square

920 North King Street

Wilmington, Delaware 19801

Attention: Srinivas Raju, Esq.

Facsimile: 1 302 498 7701

or to such other Persons, addresses or facsimile as may be designated in writing by the party to receive such notice.

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Section 12.2Remedies.

(a)    The Parties agree that damages at Law shall be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in this Agreement by Purchaser or Seller, and, accordingly, the parties shall be entitled to injunctive relief with respect to any such breach, including specific performance of such covenants, promises or agreements or an order enjoining such other party from any threatened, or from the continuation of any actual, breach of the covenants, promises or agreements contained in this Agreement, all without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond. The rights set forth in this Section 12.2 shall be in addition to any other rights which the parties may have at Law or in equity pursuant to this Agreement.

(b)    NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY OR ITS AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING LOSS OF REVENUE, INCOME OR PROFITS BUT ONLY TO THE EXTENT THE SAME ARE NOT DIRECT DAMAGES), DIMINUTION OF VALUE OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY OF ANY OTHER PARTY OR ANY OF SUCH PARTY’S AFFILIATES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ITS AFFILIATE’S, OR ANY OF THEIR RESPECTIVE OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR REPRESENTATIVE’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, AND IN PARTICULAR, NO “MULTIPLE OF PROFITS” OR “MULTIPLE OF CASH FLOW” OR SIMILAR VALUATION METHODOLOGY SHALL BE USED IN CALCULATING THE AMOUNT OF ANY LOSSES, EXCEPT IN EACH CASE, ANY SUCH AMOUNTS REQUIRED TO BE PAID TO THIRD PARTIES PURSUANT TO A THIRD-PARTY CLAIM THAT IS SUBJECT TO AN INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT (collectively, “Non-Reimbursable Damages”).

Section 12.3Entire Agreement. The Confidentiality Agreement, this Agreement and the Transaction Documents supersede all prior discussions and agreements between the Parties with respect to the subject matter hereof, and this Agreement, the Transaction Documents, the Confidentiality Agreement and the other documents delivered pursuant to this Agreement contain the sole and entire agreement of the Parties hereto with respect to the subject matter hereof. The Parties hereto have voluntarily agreed to define their rights, liabilities and obligations with respect to the subject matter hereof exclusively in contract pursuant to the express terms and provisions of this Agreement, the Transaction Documents, the Confidentiality Agreement and the other documents delivered pursuant to this Agreement; and the Parties hereto expressly disclaim that they are owed any duties in connection with the transactions contemplated hereby or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the Parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction. The sole and exclusive remedies for any breach of the terms and provisions of this

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Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the subject matter hereof shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement).

Section 12.4Expenses. Except as otherwise expressly provided in this Agreement, whether or not any of the transactions contemplated hereby are consummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby, including all expenses and costs incurred to obtain approvals required by such Party from Governmental Authorities.

Section 12.5Schedules. Seller may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgment or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. Information disclosed in any Schedule shall constitute a disclosure for purposes of all other Schedules notwithstanding the lack of specific cross-reference thereto, but only to the extent the applicability of such disclosure to such other Schedule is reasonably apparent on its face. In no event shall the inclusion of any matter in the Schedules be deemed or interpreted to broaden Seller’s representations, warranties, covenants or agreements contained in this Agreement. The mere inclusion of an item in the Schedules shall not be deemed an admission by Seller that such item represents a material exception or fact, event, or circumstance or that such item is reasonably likely to result in a Material Adverse Effect.

Section 12.6Nature of Representations and Warranties. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. The Parties have agreed that should any representation or warranty of any Party prove untrue, the other Parties shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any Party hereto as a result of the untruth of any such representation or warranty.

Section 12.7Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

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Section 12.8Amendment; Amendments Relating Only to an Acquired Companies Acquisition.

(a)    This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

(b)    In addition to any other amendment to this Agreement made in accordance with Section 12.8(a), the Parties may amend this Agreement to include an additional Acquired Companies Annex by executing an amendment in the form of Exhibit G hereto, which shall include as an attachment thereto the form of such Acquired Companies Annex. Upon execution by the Parties of such amendment, such attachment shall become an Acquired Companies Annex for all purposes of this Agreement to the same extent as if such Acquired Companies Annex was originally attached to this Agreement.

(c)    The provisions of this Agreement (excluding each Acquired Companies Annex) may be amended as provided in Part IX of an Acquired Companies Annex with respect to the Acquired Companies Acquisition to which such Acquired Companies Annex applies, which amendment shall supersede the provision so amended only as it relates to the applicable Acquired Companies Acquisition.

Section 12.9No Third Party Beneficiary. Except as specified in Article X (which provisions are intended for the benefit of the Persons identified therein), the terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

Section 12.10Assignment; Binding Effect. Purchaser may assign its rights to indemnification under this Agreement to Purchaser’s lenders for collateral security purposes, but such assignment shall not release Purchaser from its obligations hereunder. Except as provided in the preceding sentence, neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Section 12.11Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

Section 12.12Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, such provision will be fully severable, this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible for such provision to be legal, valid and enforceable.

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Section 12.13Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile or portable document format (.pdf) copies hereof or signature hereon shall, for all purposes, be deemed originals.

Section 12.14Governing Law; Waiver of Jury Trial; Service of Process.

(a)    This Agreement and each other Transaction Document (unless expressly provided otherwise therein), and all Disputes, claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or such Transaction Documents, the negotiation, execution or performance of this Agreement or such Transaction Documents (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or such Transaction Documents or as an inducement to enter into this Agreement or such Transaction Documents), whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the internal substantive Laws of the State of New York without giving effect to any conflict or choice of law provision. Each Party hereby agrees that this Agreement involves at least $1,000,000 and that this Agreement has been entered into in express reliance on Sections 5-1401 and 5-1402 of the New York General Obligations Law.

(b)    EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

(c)    Each Party irrevocably and unconditionally consents to service of any process, summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address set forth above in Section 12.1 and agrees that such service shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.

Section 12.15Alternative Dispute Resolution. In the event of any claim, dispute or controversy arising under, out of or relating to this Agreement or any of the other Transaction Documents or any breach or purported breach hereof or thereof (the “Dispute”) which the Parties hereto have been unable to settle or agree upon in the normal course of business and within a period of fifteen (15) days after the Dispute arises, the Parties shall follow the dispute resolution process as set forth herein.

(a)    Negotiations. The Parties shall attempt in good faith to resolve the Dispute promptly by negotiation between senior officers who have authority to settle the controversy. Either Party may give the other Party written notice of the existence of any such Dispute. Within ten (10) days after delivery of the notice, the Party receiving the notice shall submit to the disputing Party a written response. The notice and the response shall include: (1) a statement of each Party’s position and a summary of arguments supporting that position; and (2) the name and title of the executive who will represent the Party in the negotiations and

44

of any other person who will accompany the senior officer. Within twenty (20) days after delivery of the disputing Party’s notice, the senior officers shall meet in a mutually acceptable time, manner and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by a Party to the other will be honored. All negotiations pursuant to this Section 12.15 are confidential and without prejudice.

(b)    Mediation. If the Dispute has not been resolved by negotiation within thirty (30) days of the disputing Party’s notice, or if the Parties failed to meet within twenty (20) days after delivery of the disputing Party’s notice and upon mutual agreements of the Parties, the Dispute shall be referred to non-binding mediation before a qualified and experienced mediator to be mutually agreed to by the Parties. The place of mediation shall be Palm Beach County, Florida. The Parties shall agree upon a mediator within ten (10) days after referral of the Dispute to non-binding mediation. If the Parties cannot agree on a mediator within such ten (10) days, either Party may submit the dispute to arbitration pursuant to Section 12.15(c) below. The mediator shall be a retired judge or a licensed attorney with at least ten (10) years’ experience in the electric utility industry from the national roster of mediators of the American Arbitration Association (the “AAA”). Compensation of the mediator and other mediation fees; costs, and expenses assessed by the mediator shall be borne equally by the parties. Each Party shall otherwise pay for its own costs incurred to participate in the mediation.

(c)    Arbitration.

(i)    After, but only after the period for resolution of a Dispute set forth in Section 12.15(a) and Section 12.15(b), as appropriate, has terminatedwithout a resolution, at the request of either Party to the Dispute, the Dispute shall be referred to and finally settled by binding arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the AAA then in effect before a panel of three (3) arbitrators. The arbitration shall be conducted in English and shall take place in Palm Beach County, Florida or in any other place and location mutually agreed upon by the Parties hereto.

(ii)    The arbitration shall be conducted before a three (3) member panel, with each Party selecting one arbitrator and the third arbitrator, who shall be the chairman of the panel, being selected by the two party-appointed arbitrators. The claimant shall name its arbitrator in the demand for arbitration and the responding Party shall name its arbitrator within ten (10) days after receipt of the demand for arbitration. The third arbitrator shall be named within ten (10) days after the appointment of the second arbitrator. If the two (2) party-appointed arbitrators are unable to agree upon the third arbitrator within fifteen (15) days after the two (2) party arbitrators have been appointed; the third arbitrator shall be selected by the AAA in accordance with the Rules. Each arbitrator will be qualified by at least ten (10) years’ experience in the electric utility industry, and the chairman of the arbitration panel shall be a licensed attorney whose primary area of practice for the preceding ten (10) years is the electric utility industry.

(iii)    The award rendered by the arbitration panel shall be: (1) in writing, signed by the arbitrators, stating the reasons upon which the award is based; (2) rendered as soon as practicable after conclusion of the arbitration; and (3) final and binding upon the Parties without the right of appeal to the

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courts, including the question of cost of the arbitration and all matters related thereto. Each of the Parties agrees that any judgment rendered by the arbitrators against it may be entered in either (1) the Federal court of the Southern District of New York to the extent that such court has or can exercise jurisdiction or (2) the New York state courts in New York County, New York, to the extent that the Federal court of the Southern District of New York does not have or cannot exercise jurisdiction, and any such judgment entered in either such court may be executed against such Party’s assets in any jurisdiction. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF (1) THE FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK TO THE EXTENT THAT SUCH COURT HAS OR CAN EXERCISE JURISDICTION AND (2) THE NEW YORK STATE COURTS IN NEW YORK COUNTY, NEW YORK, TO THE EXTENT THAT THE FEDERAL COURT FOR THE SOUTHERN DISTRICT OF NEW YORK DOES NOT HAVE OR CANNOT EXERCISE JURISDICTION, AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY WAIVES, AND SHALL NOT ASSERT AS A DEFENSE IN ANY LEGAL DISPUTE, THAT (1) SUCH PARTY IS NOT SUBJECT THERETO, (2) SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT, OR IS NOT MAINTAINABLE, IN SUCH COURT, (3) SUCH PARTY’S PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, (4) SUCH ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (5) THE VENUE OF SUCH ACTION, SUIT OR PROCEEDING IS IMPROPER. A FINAL JUDGMENT IN ANY ACTION, SUIT OR PROCEEDING DESCRIBED IN THIS SECTION FOLLOWING THE EXPIRATION OF ANY PERIOD PERMITTED FOR APPEAL AND SUBJECT TO ANY STAY DURING APPEAL SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAWS. The arbitrators shall, in any award, allocate all of the costs of the binding arbitration (other than each Party’s individual attorneys’ fees and costs related to the Party’s participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the arbitrators, against the Party who did not prevail. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration.

(iv)    The arbitrators shall have no jurisdiction to consider: (1) any Non-Reimbursable Damages arising under, arising out of or related to this Agreement or any of the other Transaction Documents or damages beyond the limitations of liability contained in this Agreement, regardless of the legal theory under which such damages may be sought and even if the Parties have been advised of the possibility of such damages or loss; or (2) any challenge to the limitations of liability contained in this Agreement.

(d)    Each Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction as provided in Section 12.15(c)(iii) any injunctive, interim or provisional relief that is necessary to protect the rights or property of that Party.

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Section 12.16ROFO Projects. The Parties agree that each Acquired Companies Acquisition and the purchase and sale of each Interest pursuant hereto shall be deemed to have been offered pursuant to the Right of First Offer Agreement, dated as of July 1, 2014 (the “ROFO Agreement”), by and among NextEra Energy Partners, LP, a Delaware limited partnership, NextEra Energy Operating Partners, LP, a Delaware limited partnership, and Energy Resources, and the Applicable Acquired Companies shall be considered NEER ROFO Assets (as defined in the ROFO Agreement) for purposes of the ROFO Agreement and otherwise.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

SELLER
NEP US SELLCO, LLC
By:	MARK E. HICKSON
	Name: Mark E. Hickson Title: Vice President

PURCHASER
NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC
By:	ARMANDO PIMENTEL, JR.
	Name: Armando Pimentel, Jr. Title: President

[Purchase and Sale Agreement Signature Page]

EXHIBIT A

DEFINITIONS

Certain Definitions. As used herein:

“1933 Act” means the Securities Act of 1933, as amended.

“AAA” has the meaning given to it in Section 12.15(b).

“Acquired Companies” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies Acquisition.

“Acquired Companies Acquisition” means, as to each group of Acquired Companies, the transactions contemplated by this Agreement and the applicable Acquired Companies Annex and any other Transaction Document entered into, or to be entered into, in connection with such transactions pursuant to this Agreement and the applicable Acquired Companies Annex.

“Acquired Companies Annexes” means the annexes to this Agreement that set forth the applicable terms and conditions, in addition to the terms and conditions set forth in the body of this Agreement, pursuant to which Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, on a Closing Date, all of Seller’s right, title and interest in, to and under, the Interest described in such Acquired Companies Annex. The Acquired Companies Annexes as of the date of execution of this Agreement are (i) the Ashtabula Wind III Acquired Companies Annex, (ii) the Baldwin Wind Acquired Companies Annex, (iii) the Mammoth Plains Wind Acquired Companies Annex and (iv) the Stateline Wind Acquired Companies Annex. The “Acquired Companies Annexes” shall also include each additional Acquired Companies Annex that is made a part of this Agreement upon the execution of an Additional Acquired Companies Amendment to this Agreement pursuant to Section 12.8(b).

“Additional Acquired Companies Amendment” means an amendment to this Agreement entered into by and between the Parties, substantially in the form attached hereto as Exhibit G, pursuant to which an additional Acquired Companies Annex was made a part of this Agreement.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

“Agreement” means this Purchase and Sale Agreement, including the Exhibits and Acquired Companies Annexes attached hereto as of the date of execution of this Agreement and each additional Acquired Companies Annex that is made a part of this Agreement upon the execution of an Additional Acquired Companies Amendment to this Agreement pursuant to Section 12.8(b), including the Schedules thereto, as the same may be further amended, amended and restated, supplemented or otherwise modified.

A-1

“Balance Sheet Date” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Base Purchase Price” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Benefit Plan” means (a) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, (b) each plan, agreement or arrangement that would be an “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, if it was subject to ERISA, such as foreign plans and plans for directors, (c) each stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, or other stock, equity or equity-based plan, agreement or arrangement (whether qualified or nonqualified) or (d) each employment, individual consulting, retention, change of control, severance, retirement, bonus, incentive compensation, deferred compensation, medical, retiree medical, vision, dental, other health, life insurance plan, agreement or arrangement insurance plan.

“Business” means, with respect to a group of Acquired Companies, the ownership, development, construction, financing and operation of the Facility and related interconnection infrastructure.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York and Florida are authorized or required by applicable Law to be closed.

“Cash Sweep and Credit Support Agreement” means the Cash Sweep and Credit Support Agreement, dated as of July 1, 2014, between NextEra Energy Operating Partners, LP, a Delaware limited partnership, and Energy Resources, as amended from time to time.

“Casualty Value” has the meaning given to it in Section 7.5.

“Claim” means any demand, claim, action, investigation, legal proceeding (whether at law or in equity) or arbitration.

“Claim Notice” has the meaning given to it in Section 10.8(a).

“Closing” means, as to the sale and purchase of the Interest with respect to each group of Acquired Companies, the closing of the transactions contemplated in the Acquired Companies Annex for such Acquired Companies as provided for in Section 3.1.

“Closing Conditions” means the conditions set forth in Section 3.4, Section 3.5 and Section 3.6 and, with respect to each group of Acquired Companies, set forth in the applicable Acquired Companies Annex.

A-2

“Closing Date” means, with respect to each group of Acquired Companies, the date on which the Closing of the applicable Acquired Companies Acquisition occurs as provided for in Section 3.1.

“Closing Purchase Price” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercially Reasonable Efforts” means efforts that are designed to enable a Party to satisfy a condition to, or otherwise assist in the consummation of, each Acquired Companies Acquisition and that do not require the performing Party to expend any funds or assume liabilities other than expenditures and liabilities which are customary and reasonable in nature and amount in the context of such Acquired Companies Acquisition.

“Company” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Company Consents” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Condemnation Value” has the meaning given to it in Section 7.6.

“Confidentiality Agreement” means the Global Confidentiality Agreement, dated as of March 23, 2015, between Energy Resources and NextEra Energy Partners, LP, a Delaware limited partnership.

“Consents” means all consents, waivers, approvals, allowances, authorizations, declarations, filings, recordings, registrations, validations or exemptions and notifications.

“Contract” means any legally binding contract, lease, license, note, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement or other legally binding arrangement, but shall exclude Permits.

“Deductible Amount” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Dispute” has the meaning given to it in Section 12.15.

“Dispute Period” has the meaning given to it in Section 10.8(b).

“Effective Date” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Encumbrances” means any mortgages, pledges, liens, security interests, charge, claim, equitable interest, infringement of a third party patent, copyright, trade secret or other intellectual property right, encumbrance, restriction on transfer, conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of subjection to the payment of any indebtedness, or restriction on the creation of any of the foregoing, whether relating to any property or right or the income or profits therefrom.

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“Energy Resources” means NextEra Energy Resources, LLC, a Delaware limited liability company.

“Environmental Claim” means any claim, action, proceeding, loss, cost, expense, liability, fine, penalty or damage arising out of or related to any violation of, or liability under, Environmental Law.

“Environmental Law” means all applicable Laws relating to (a) pollution, (b) protection of public health and safety, (c) emissions, discharges, releases or threatened releases of any Hazardous Material into the environment (including ambient air, surface water, ground water, land surface or subsurface strata); (d) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of any Hazardous Material; and (e) the environment or natural resources, including, but not limited to the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C. §6901 et. seq.), Safe Drinking Water Act (42 U.S.C. §3000(f) et. seq.), Toxic Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401 et. seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Clean Water Act (33 U.S.C. §1311, et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001, et seq.) and the Occupational Safety and Health Act of 1970 (29 U.S.C. §651, et seq.), and the regulations promulgated pursuant thereto, and corresponding state laws, and the regulations promulgated thereto.

“Environmental Permits” has the meaning given to it in Section 5.14(b).

“Equity Interests” means capital stock, partnership or membership interests, trust interests or units (whether general or limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity.

“Equity Securities” means (a) Equity Interests, (b) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to acquire, any Equity Interests and (c) securities convertible into or exercisable or exchangeable for shares of Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Excluded Items” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Facility” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“FERC” means the Federal Energy Regulatory Commission or its successor Governmental Authority.

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“Financial Statements” has the meaning given to it in Section 5.19.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any other nation or any state, county, city, province or other political subdivision or similar governing entity, and including any governmental, quasi-governmental or non-governmental body administering, regulating or having general oversight over electricity, power or other markets.

“Guarantor” means ESI Energy, LLC, a Delaware limited liability company.

“Guaranty Agreement” has the meaning given to it in Section 3.2(d).

“Hazardous Material” means any and all materials (including substances, chemicals, compounds, mixtures, wastes, pollutants and contaminants) (i) to the extent such materials are regulated under Environmental Laws as being hazardous, acutely hazardous or toxic, and; or (ii) any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation or friable asbestos.

“Indemnification Claim” has the meaning given to it in Section 10.8(a).

“Indemnified Party” has the meaning given to it in Section 10.8(a).

“Indemnifying Party” has the meaning given to it in Section 10.8(a).

“Insurance Payment” has the meaning given to it in Section 10.3(b).

“Intellectual Property” means all intellectual property and rights therein, however denominated, throughout the world, whether or not registered, including the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, business names, logos, trade dress, and registrations and applications for registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents, and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom, (d) trade secrets and confidential information, including ideas, technology, inventions, invention disclosures, discoveries, improvements, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable and (e) the Intellectual Property Licenses.

“Intellectual Property Licenses” means (i) any grant to a third Person of any right to use any of the Intellectual Property owned by any of the Acquired Companies or (ii) any grant to any of the Acquired Companies of a right to use a third Person’s intellectual property rights which is necessary for the use of any Intellectual Property currently used by or that will be required to be used by any of the Acquired Companies after the Closing, which is not owned by any of the Acquired Companies.

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“Interest” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Interim Period” means, as to each group of Acquired Companies, the period of time from the applicable Effective Date until either (a) the Closing Date occurs with respect to such Acquired Companies or (b) the date any termination of this Agreement becomes effective with respect to the Acquired Companies Acquisition for such Acquired Companies.

“Knowledge” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Land Contracts” means the deeds, leases, easements, options and other real property estates, interests or rights in and to the Project Site held by any Acquired Company, together with all modifications, supplements or amendments thereto.

“Laws” means all federal, state, local or foreign laws, statutes, common law, rules, codes, regulations, restrictions, ordinances, tariffs, orders, decrees, approvals, directives, judgments, rulings, injunctions, writs and awards of, or issued, promulgated, enforced or entered by, any and all Governmental Authorities (including any court of competent jurisdiction), or other requirement or rule of law.

“Loss” means any and all judgments, losses, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, losses and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment). For all purposes in this Agreement the term “Losses” does not include any Non-Reimbursable Damages.

“Management Services Agreement” means the Management Services Agreement, dated as of July 1, 2014, between NextEra Energy Partners, LP, a Delaware limited partnership, NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company, NextEra Energy Operating Partners, LP, a Delaware limited partnership, and NextEra Energy Management Partners, LP, a Delaware limited partnership, as amended from time to time.

“Material Adverse Effect” means, with respect to each group of Acquired Companies and the applicable Acquired Companies Acquisition, any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, operations, assets, properties or condition (financial or otherwise) of the applicable Acquired Companies taken together as a whole or (ii) Seller’s ability to consummate the applicable Acquired Companies Acquisition; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall not be taken into account any effect resulting from (a) any change in economic or business conditions generally, financial markets generally or in the industry or markets in which any applicable Acquired Company operates or are involved, (b) any change in general legal, regulatory or political conditions, including any commencement, continuation or escalation of war, material armed hostilities or terrorist activities or other material international or national calamity or act of terrorism directly or indirectly involving or affecting the United States, (c) any changes in accounting rules or principles (or any interpretations thereof), including

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changes in GAAP, (d) any change in any Laws (including Environmental Laws), (e) any increases in the costs of commodities or supplies or decreases in the price of electricity or capacity, (f) the announcement of the execution of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the sale of the applicable Acquired Companies, or the pendency of or consummation of the applicable Acquired Companies Acquisition, or any actions required to be taken hereunder or thereunder, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of any of the applicable Acquired Companies, to the extent due to the announcement and performance of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the identity of Purchaser, or the consummation of the applicable Acquired Companies Acquisition and (g) any actions to be taken pursuant to or in accordance with this Agreement or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition; provided, however, that in the case of the foregoing clauses (a), (b) and (e) any such fact, event, circumstance, condition, change or event may be taken into consideration in determining whether a Material Adverse Effect has occurred if affecting the applicable Acquired Companies in a materially disproportionate manner relative to other Persons operating in the electricity generating, transmission or distribution industry in the geographic region in which the applicable Acquired Companies operate.

“Material Contract” has the meaning given to it in Section 5.11(a).

“Material Permits” has the meaning given to it in Section 5.13(a).

“Maximum Indemnification Amount” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Mitigation Payment” has the meaning given to it in Section 10.3(b).

“Non-Reimbursable Damages” has the meaning given to it in Section 12.2(b).

“Non-Transferred Excluded Item” has the meaning given to it in Section 7.12.

“Ordinary Course of Business” means the regular, day-to-day conduct of business of a Person consistent with such Person’s past custom and practice, including the development and construction of the Facility and related interconnection infrastructure and the consummation of any financing in connection with Permitted Encumbrances set forth on Schedule PE to the Acquired Companies Annex for such Acquired Companies.

“Organizational Documents” means (a) the certificate or articles of incorporation or charter documents and bylaws of each Person that is a corporation, (b) the certificate of formation, articles of organization, limited liability company agreements or regulations, as applicable, of each Person that is a limited liability company, (c) the certificates of limited partnership and the agreements of limited partnership of each Person that is a limited partnership, (d) the trust declaration, trust agreement, indenture or other governing instrument for any statutory or common law trust and (e) the memorandum or articles of association,

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charter, constitution, shareholders agreement, business license or other documentation governing the formation, organization, governance, ownership and existence of any Person organized under the Laws of a jurisdiction other than the United States, the District of Columbia or any State of the United States.

“Outside Date” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Party” means each of Purchaser and Seller and “Parties” means Purchaser and Seller, collectively.

“Permits” means all permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted by a Governmental Authority required to conduct Seller’s business, other than permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents that are not yet required, and other than permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents that are non-discretionary ministerial permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents obtainable in the ordinary course of business, whose absence would not have a Material Adverse Effect.

“Permitted Encumbrances” means, as to each group of Acquired Companies, the Acquired Companies included in such Acquired Companies Annex and their respective Project and Property, (a) those exceptions to title for the Property identified in Schedule PE to the Acquired Companies Annex for such Acquired Companies; (b) statutory Encumbrance for Taxes or other governmental charges or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate proceedings; (c) mechanics’, materialmen’s, carriers’, workers’, repairers’ and other similar liens arising or incurred in the Ordinary Course of Business relating to obligations that are not reasonably expected to have a Material Adverse Effect on the Property or the validity of which are being contested diligently in good faith and the applicable party has set aside adequate reserves for the payment of such liens, together with all interest and penalties; (d) recorded or unrecorded Encumbrances, easements, restrictions, covenants, licenses that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (e) any Encumbrances arising in the Ordinary Course of Business by operation of Law with respect to a liability that is not yet due or delinquent or which is being contested diligently in good faith by Seller or any such Acquired Company and could not reasonably be expected to result in a Material Adverse Effect; (f) all matters that are disclosed (whether or not subsequently deleted or endorsed over) on any survey, in the Proforma Policies, if applicable to such Acquired Companies, or in the Title Policy; (g) non-exclusive license with respect to Intellectual Property granted in the Ordinary Course of Business; (h) the terms and conditions of the Material Contracts which would not reasonably be expected to cause a Material Adverse Effect; (i) any Encumbrance to be released on or prior to Closing; and (j) any other Encumbrances set forth on Schedule PE to the Acquired Companies Annex for such Acquired Companies.

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“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority.

“Post-Closing Working Capital Adjustment Payment” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Pre-Closing Confidential Information” has the meaning given to it in Section 11.1.

“Pre-Closing Taxable Period” has the meaning given to it in Section 9.2(a).

“Proforma Policies” has the meaning with respect to each group of Acquired Companies, if applicable, that is set forth in the applicable Acquired Companies Annex.

“Project” for a group of Acquired Companies is defined in the applicable Acquired Companies Annex.

“Project Company” has the meaning with respect to each Project Company that is set forth in the applicable Acquired Companies Annex.

“Project Company Interests” has the meaning with respect to each Project Company Interest that is set forth in the applicable Acquired Companies Annex, if any.

“Project Model” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Project Site” means with respect to each group of Acquired Companies the portions of the Property on which the Facility that is part of the applicable Project that is owned by the applicable Project Company is located.

“Projections” has the meaning given to it in Section 5.23.

“Property” means the real property owned or leased by the applicable Acquired Companies, including leasehold interests, easements and rights-of-way appertaining or related thereto, including, without limitation, all of the real property legally described in the Land Contracts listed on Schedule 5.12(b) of the applicable Acquired Companies Annex.

“Property Taxes” has the meaning given to it in Section 9.2(b).

“Purchase Price” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Purchaser” has the meaning given to it in the preamble.

“Purchaser Confidential Information” means the terms and conditions of this Agreement and, from and after a Closing with respect to any Acquired Companies Acquisition (a) any and all non-public information of a technical, commercial or business nature that relates to the applicable Acquired Companies or the assets

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of the applicable Acquired Companies, (b) any and all other information provided by Purchaser to Seller relating to the operation of Purchaser’s or its other Affiliates’ businesses and (c) any and all other information provided by Purchaser to Seller, which is subject to the Confidentiality Agreement, in each case, excluding any information relating to the Excluded Items.

“Purchaser Consents” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Purchaser Indemnified Parties” has the meaning given to it in Section 10.1(a).

“Purchaser Material Adverse Effect” means, with respect to each group of Acquired Companies and the applicable Acquired Companies Acquisition, any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, operations, assets, properties or condition (financial or otherwise) of the Purchaser or (ii) Purchaser’s ability to consummate the applicable Acquired Companies Acquisition; provided, however, that in determining whether a Purchaser Material Adverse Effect has occurred, there shall not be taken into account any effect resulting from (a) any change in economic or business conditions generally, financial markets generally or in the industry or markets in which Purchaser operates or is involved, (b) any change in general legal, regulatory or political conditions, including any commencement, continuation or escalation of war, material armed hostilities or terrorist activities or other material international or national calamity or act of terrorism directly or indirectly involving or affecting the United States, (c) any changes in accounting rules or principles (or any interpretations thereof), including changes in GAAP, (d) any change in any Laws (including Environmental Laws), (e) any increases in the costs of commodities or supplies or decreases in the price of electricity or capacity, (f) the announcement of the execution of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the sale of the applicable Acquired Companies, or the pendency of or consummation of the applicable Acquired Companies Acquisition, or any actions required to be taken hereunder or thereunder, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of Purchaser, to the extent due to the announcement and performance of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the identity of Seller or the applicable Acquired Companies, or the consummation of the applicable Acquired Companies Acquisition and (g) any actions to be taken pursuant to or in accordance with this Agreement or any other Transaction Document; provided, however, that in the case of the foregoing clauses (a), (b) and (e) any such fact, event, circumstance, condition, change or event may be taken into consideration in determining whether a Material Adverse Effect has occurred if affecting Purchaser in a materially disproportionate manner relative to other Persons operating in the electricity generating, transmission or distribution industry in which Purchaser operates.

“Purchaser Taxes” has the meaning given to it in Section 9.2(c).

“Release” means any release, spill, emission, migration, leaking, pumping, pouring, emptying, escaping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Materials into the environment, to the extent giving rise to liability under applicable Environmental Laws.

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“Representatives” means, as to any Person, its officers, directors, employees, counsel, accountants, financial advisers, insurers, financing sources and consultants.

“ROFO Agreement” has the meaning given to it in Section 12.16.

“Rules” has the meaning given to it in Section 12.15(c)(i).

“Schedules” means, with respect to each Acquired Companies Annex and the applicable Acquired Companies Acquisition, the disclosure schedules attached to such Acquired Companies Annex.

“Seller” has the meaning given to it in the preamble.

“Seller Confidential Information” means the terms and conditions of this Agreement and, from and after the Closing with respect to any Acquired Companies Acquisition, (a) any and all information provided by Seller to Purchaser and identified by Seller as confidential that is not related solely to the applicable Acquired Companies or the assets of the applicable Acquired Companies, (b) any and all other information provided by Seller to Purchaser relating to the operation of Seller’s or its other Affiliates’ businesses and (c) any and all other information provided by Seller to Purchaser, which is subject to the Confidentiality Agreement (other than information relating to the applicable Acquired Companies).

“Seller Consents” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Seller Indemnified Parties” has the meaning given to it in Section 10.1(b).

“Settlement” has the meaning given to it in Section 10.8(b).

“Straddle Taxable Period” has the meaning given to it in Section 9.2(a).

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, ad valorem, sales and use, employment, social security, disability, occupation, property, severance, value added, transfer, capital stock, excise or other taxes imposed by or on behalf of any Governmental Authority, including any interest, penalty or addition thereto.

“Tax Return” means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) supplied or required to be supplied to any Taxing Authority with respect to Taxes, including amendments thereto.

“Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the Governmental Authority charged with the collection of such Tax for such entity or subdivision.

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“Third Party Claim” has the meaning given to it in Section 10.8(a).

“Third Party Payment” has the meaning given to it in Section 10.3(b).

“Title Company” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Title Policy” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“Transaction Documents” means, with respect to each Acquired Companies Acquisition, this Agreement, each of the officer certificates required by this Agreement or the applicable Acquired Companies Annex to be delivered as Closing Conditions and each of the Contracts which are Exhibits to this Agreement entered into or to be entered into with respect to such Acquired Companies Acquisition.

“Transaction Materials” has the meaning given to it in Section 8.2(c).

“Transfer Taxes” means all transfer, sales, use, goods and services, value added, documentary, stamp duty, gross receipts, excise, transfer and conveyance Taxes and other similar Taxes, duties, fees or charges.

“Treasury Regulations” means one or more treasury regulations promulgated under the Code by the Treasury Department of the United States.

*       *       *

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EXHIBIT B

Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

OF MEMBERSHIP INTEREST

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (this “Assignment”), is made and entered effective as of [_____________], 2015 (the “Effective Date”), between NEP US SELLCO, LLC, a Delaware limited liability company (“Assignor”), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC, a Delaware limited liability company (“Assignee”).

RECITALS

A.Assignee and Assignor entered into a Purchase and Sale Agreement, dated as of April 28, 2015(the “Purchase Agreement”), pursuant to which, among other things, Assignor has agreed to transfer to Assignee 100% of its membership interest (the “Membership Interest”) in [__________________], LLC, a Delaware limited liability company (the “Company”);

B.As of the Effective Date, Assignee desires to be admitted as the sole member of the Company and to become the only party to the Limited Liability Agreement of the Company dated [__________________] (the “LLC Agreement”); and

C.To effect the sale and purchase of the Membership Interest, Assignor and Assignee are executing and delivering this Assignment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

AGREEMENTS

1.Definitions. Any capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement.

2.Transfer of Interests. Assignor hereby sells, assigns, transfers and delivers unto Assignee (a) all of Assignor’s right, title and interest in and to the Membership Interest and (b) all of Assignor’s rights under the LLC Agreement and Assignee hereby accepts the same from Assignor as of the Effective Date. Assignor intends to transfer and assign all of its rights and benefits as the sole member of the Company, subject to all of the obligations and burdens with respect to the Interest from and after the Effective Date.

B-1

3.Assumption of Assignee. Assignee hereby accepts the sale, assignment, and transfer and delivery of the Membership Interest, and assumes (a) the Membership Interest and (b) all obligations and liabilities of the Assignor under the LLC Agreement and agrees to become a party to and to be bound by the terms and conditions of the LLC Agreement to the same extent as if it were an original party thereto. Pursuant to Section [___] of the LLC Agreement, Assignee has become the sole member of the Company by virtue of this Assignment as set forth in the LLC Agreement and Assignor has ceased to be the sole member of the Company as set forth in the LLC Agreement. From and after the Effective Date of this Assignment, the Assignee shall be the sole member of the Company and the only party to the LLC Agreement.

4.Counterparts. This Assignment may be executed in separate counterparts with separate signature pages, all of which when taken together shall constitute one instrument. Delivery by facsimile or other electronic transmission of an executed original or the retransmission of any executed facsimile or other electronic transmission shall be deemed to be the same as delivery of an executed original.

5.Further Assurances. The parties hereto agree to take all such further actions and execute, acknowledge and deliver all such further documents that are necessary or useful in carrying out the purposes of this Assignment. Without limiting the foregoing, (a) Assignor agrees to execute, acknowledge and deliver to Assignee all such other additional instruments, notices, and other documents and to do all such other and further acts and things as may be reasonably necessary to more fully and effectively sell, assign, transfer and deliver to Assignee the Membership Interest and (b) Assignee agrees to execute, acknowledge and deliver to Assignor all such other additional instruments, notices, and other documents and to do all such other and further acts and things as may be reasonably necessary to more fully and effectively accept and assume the Membership Interest.

6.Governing Law. This Assignment shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflict or choice of law provision that would result in the application of another state’s Law.

7.Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and permitted assigns.

[Signature page follows]

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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption of Membership Interest to be duly executed as of the date first above written.

ASSIGNOR:
NEP US SELLCO, LLC, a Delaware limited liability company
By
	Name: Title:

ASSIGNEE:
NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC, a Delaware limited liability company
By
	Name: Title:

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EXHIBIT C-1

Form of Seller’s Officer’s Certificate

CERTIFICATE OF OFFICER OF NEP US SELLCO, LLC

PURSUANT TO PURCHASE AND SALE AGREEMENT SECTION 3.6(a) and (b) - [_________________________] ACQUIRED COMPANIES CLOSING

Reference is made to the Purchase and Sale Agreement, dated as of April 28, 2015 (the “Agreement”), by and between NEP US SellCo, LLC, a Delaware limited liability company (“Seller”), and NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this instrument but not defined herein shall have the meanings given them in the Agreement. This instrument is the certificate referred to in Section 3.6(a) and (b) of the Agreement and is being delivered in connection with the Closing with respect to the Acquired Companies Acquisition for the [________] Project.

The undersigned, in his capacity as a duly authorized officer of Seller, hereby certifies to Purchaser on behalf of Seller, on and as of the date hereof, that (i) the representations and warranties of Seller set forth in Article IV and Article V of the Agreement (without regard to materiality and material adverse effect qualifiers set forth therein) that are applicable to the Acquired Companies described in the applicable Acquired Companies Annex and the applicable Acquired Companies Acquisition are true and correct on and as of the applicable Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) Seller has performed and complied in all material respects with all obligations and agreements required in the Agreement to be performed or complied with by Seller on or prior to the applicable Closing Date and (iii) the applicable Project Company has been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement.

C-1-1

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of ___ 2015.

[Name]

[Office]

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EXHIBIT C-2

Form of Purchaser’s Officer’s Certificate

CERTIFICATE OF OFFICER OF NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

PURSUANT TO PURCHASE AND SALE AGREEMENT SECTION 3.5(a) and (b) - [_________________________] ACQUIRED COMPANIES CLOSING

Reference is made to the Purchase and Sale Agreement, dated as of April 28, 2015 (the “Agreement”), by and between NEP US SellCo, LLC, a Delaware limited liability company (“Seller”), and NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this instrument but not defined herein shall have the meanings given them in the Agreement. This instrument is the certificate referred to in Section 3.5(a) and (b) of the Agreement and is being delivered in connection with the Closing with respect to the Acquired Companies Acquisition for the [________] Project.

The undersigned, in his capacity as a duly authorized officer of Purchaser, hereby certifies to Seller on behalf of Purchaser, on and as of the date hereof, that (i) the representations and warranties of Purchaser set forth in Article VI of the Agreement (without regard to any materiality or material adverse effect qualifiers set forth therein) that are applicable to the Acquired Companies described in the applicable Acquired Companies Annex and the applicable Acquired Companies Acquisition are true and correct on and as of the applicable Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect and (ii) Purchaser has performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the applicable Closing Date.

C-2-1

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of ___ 2015.

[Name]

[Office]

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EXHIBIT D

Form of Secretary’s Certificate

___________________

SECRETARY’S CERTIFICATE

The undersigned, ________________, [Assistant] Secretary of ______________, a Delaware limited liability company (the “Company”), hereby certifies that:

1.    Attached hereto as Exhibit A is a true and correct copy of the Certificate of Formation of the Company, as amended to the date hereof;

2.    Attached hereto as Exhibit B is a true and correct copy of the [Amended and Restated] Limited Liability Company Agreement of the Company, as in effect on the date hereof;

3.    The Company has been duly formed and is in good standing under the laws of the State of Delaware. Attached hereto as Exhibit C is a true and correct copy of a Certificate of Good Standing of the Company, dated _____, 20___, certified by the Secretary of State of the State of Delaware; and

4.    Attached hereto as Exhibit D are true and correct copies of resolutions (excluding exhibits, if any) duly adopted by written consent of the Member of the Company on ________________. Such resolutions have not been amended, modified or rescinded and remain in full force and effect on the date hereof.

IN WITNESS WHEREOF, I have hereunto signed my name on this ___ day of _______, 20___.

By: _______________________________

Name:

Title:

D-1

EXHIBIT E

Form of Incumbency Certificate

______________________ LLC

CERTIFICATE AS TO SIGNATURE AND INCUMBENCY OF OFFICERS

The undersigned, _______________, Secretary of ________________________ LLC, a Delaware limited liability company (the “Company”), hereby certifies that each of the persons whose names, titles and signatures appear below is a duly appointed and acting officer of the Company and holds, on the date hereof, the office set forth opposite his or her name and the signature appearing opposite his or her name is a genuine facsimile of the signature of such officer:

Name	Title	Signature
	President
	Vice President
	Vice President
	Vice President
	Vice President
	Treasurer
	Secretary
	Assistant Secretary

IN WITNESS WHEREOF, I have hereafter signed my name this ____ day of ________, 20_____.

____________________________________

______________________

Secretary

E-1

EXHIBIT F

Form of Guaranty Agreement

GUARANTY

THIS GUARANTY (this “Guaranty”), dated as of _____, ____ (the “Effective Date”), is made by ESI Energy, LLC, a Delaware limited liability company (“Guarantor”), in favor of NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company (“Counterparty”).

RECITALS:

A. WHEREAS, Counterparty and Guarantor’s indirect, wholly-owned subsidiary NEP US SellCo, LLC (“Obligor”) have entered into, or concurrently herewith are entering into, that certain Purchase and Sale Agreement dated as of April 28, 2015 (the “Agreement”) (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement);

B. WHEREAS, this Guaranty is being delivered in connection with the Closing with respect to the Acquired Companies Acquisition for the [_____________] Acquired Companies “Applicable Acquired Companies Acquisition”); and

C. WHEREAS, Guarantor will directly or indirectly benefit from the Agreement between Obligor and Counterparty;

NOW THEREFORE, in consideration of the foregoing premises and as an inducement for Counterparty’s execution, delivery and performance of the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby agrees for the benefit of Counterparty as follows:

*                    *                    *

1.GUARANTY. Subject to the terms and provisions hereof, Guarantor hereby absolutely and irrevocably guarantees the timely payment when due of all obligations owing by Obligor to Counterparty arising pursuant to the Agreement with respect to the Applicable Acquired Companies Acquisition on or after the applicable Closing Date (the “Obligations”); provided, that the Obligations shall not include any obligations owing by Obligor to Counterparty arising pursuant to the Agreement with respect to any other Acquired Companies Acquisition. This Guaranty shall constitute a guarantee of payment and not of collection. The liability of Guarantor under this Guaranty shall be subject to the following limitations:

(a) Notwithstanding anything herein or in the Agreement to the contrary, the maximum aggregate obligation and liability of Guarantor under this Guaranty, and the maximum recovery from Guarantor under this Guaranty, shall in no event exceed __________________ [spell out the dollar amount] U.S. Dollars (U.S. $__________) (the “Maximum Recovery Amount”)¹.

(b) The obligation and liability of Guarantor under this Guaranty is specifically limited to payments expressly required to be made under the Agreement, as well as costs of collection and enforcement

______________________

¹Note: Completed with the Maximum Indemnification Amount described in the Acquired Companies Annex for the Applicable Acquired Companies Acquisition.

F-1

of this Guaranty (including attorney’s fees) to the extent reasonably and actually incurred by the Counterparty (subject in all instances, to the limitations imposed by the Maximum Recovery Amount as specified in Section 1(a) above). In no event, however, shall Guarantor be liable for or obligated to pay any special, punitive, exemplary, incidental, consequential or indirect damages (including loss of revenue, income or profits but only to the extent the same are not direct damages), diminution of value or loss of business reputation or opportunity.

2.DEMANDS AND PAYMENT.

(a) If Obligor fails to pay any Obligation to Counterparty when such Obligation is due and owing under the Agreement (an “Overdue Obligation”), Counterparty may present a written demand to Guarantor calling for Guarantor’s payment of such Overdue Obligation pursuant to this Guaranty (a “Payment Demand”).

(b) Guarantor’s obligation hereunder to pay any particular Overdue Obligation(s) to Counterparty is conditioned upon Guarantor’s receipt of a Payment Demand from Counterparty satisfying the following requirements: (i) such Payment Demand must identify the specific Overdue Obligation(s) covered by such demand, the specific date(s) upon which such Overdue Obligation(s) became due and owing under the Agreement, and the specific provision(s) of the Agreement pursuant to which such Overdue Obligation(s) became due and owing; (ii) such Payment Demand must be delivered to Guarantor in accordance with Section 9 below; and (iii) the specific Overdue Obligation(s) addressed by such Payment Demand must remain due and unpaid at the time of such delivery to Guarantor.

(c) After issuing a Payment Demand in accordance with the requirements specified in Section 2(b) above, Counterparty shall not be required to issue any further notices or make any further demands with respect to the Overdue Obligation(s) specified in that Payment Demand, and Guarantor shall be required to make payment with respect to the Overdue Obligation(s) specified in that Payment Demand within five (5) Business Days after Guarantor receives such demand. As used herein, the term “Business Day” shall mean all weekdays (i.e., Monday through Friday) other than any weekdays during which commercial banks or financial institutions are authorized to be closed to the public in the State of Florida or the State of New York.

3.REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants that:

(a) it is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has the limited liability company power and authority to execute, deliver and carry out the terms and provisions of the Guaranty;

(b) no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the execution and delivery of this Guaranty; and

(c) this Guaranty constitutes a valid and legally binding agreement of Guarantor, enforceable against Guarantor in accordance with the terms hereof, except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

4.RESERVATION OF CERTAIN DEFENSES. Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Obligor is or may be entitled arising from or out of the Agreement, except for defenses (if any) based upon

F-2

the bankruptcy, insolvency, dissolution or liquidation of Obligor or any lack of power or authority of Obligor to enter into and/or perform the Agreement.

5.AMENDMENT OF GUARANTY. No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.

6.WAIVERS AND CONSENTS. Subject to and in accordance with the terms and provisions of this Guaranty:

(a) Except as required in Section 2 above, Guarantor hereby waives (i) notice of acceptance of this Guaranty; (ii) presentment and demand concerning the liabilities of Guarantor; and (iii) any right to require that any action or proceeding be brought against Obligor or any other person, or to require that Counterparty seek enforcement of any performance against Obligor or any other person, prior to any action against Guarantor under the terms hereof.

(b) No delay by Counterparty in the exercise of (or failure by Counterparty to exercise) any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from its obligations hereunder (with the understanding, however, that the foregoing shall not be deemed to constitute a waiver by Guarantor of any rights or defenses which Guarantor may at any time have pursuant to or in connection with any applicable statutes of limitation).

(c) Without notice to or the consent of Guarantor, and without impairing or releasing Guarantor’s obligations under this Guaranty, Counterparty may: (i) change the manner, place or terms for payment of all or any of the Obligations (including renewals, extensions or other alterations of the Obligations); (ii) release any person (other than Obligor or Guarantor) from liability for payment of all or any of the Obligations; or (iii) receive, substitute, surrender, exchange or release any collateral or other security for any or all of the Obligations.

7.REINSTATEMENT. Guarantor agrees that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, if all or any part of any payment made hereunder is at any time avoided or rescinded or must otherwise be restored or repaid by Counterparty as a result of the bankruptcy or insolvency of Obligor, all as though such payments had not been made.

8.TERMINATION. Unless terminated earlier, this Guaranty and the Guarantor’s obligations hereunder will terminate automatically and immediately at 11:59:59 Eastern Prevailing Time [_______, 20__]²; provided, however, that no such termination shall affect Guarantor's liability with respect to any Obligation incurred prior to the time the termination is effective, which Obligation shall remain subject to this Guaranty.

9.NOTICE. Any Payment Demand, notice, request, instruction, correspondence or other document to be given hereunder (herein collectively called “Notice”) by Counterparty to Guarantor, or by Guarantor to Counterparty, as applicable, shall be in writing and may be delivered either by (i) U.S. certified mail with postage prepaid and return receipt requested or (ii) recognized nationwide courier service with delivery receipt requested, in either case to be delivered to the following address (or to such other U.S. address as may be specified via Notice provided by Guarantor or Counterparty, as applicable, to the other in accordance with the requirements of this Section 9):

______________________

²Note: Date that is 24 months after the Closing Date described in the Acquired Companies Annex for the Applicable Acquired Companies Acquisition.

F-3

TO GUARANTOR: *	TO COUNTERPARTY:
ESI Energy, LLC c/o NextEra Energy Resources, LLC 700 Universe Blvd. Juno Beach, Florida 33408 Attn:  Treasurer	NextEra Energy Partners Acquisitions, LLC c/o NextEra Energy Partners GP, Inc. 700 Universe Blvd. Juno Beach, Florida 33408 Attn:
[Tel: (561) 694-6204 -- for use in connection with courier deliveries]	[Tel: (___) ___-___ -- for use in connection with courier deliveries]

* (NOTE: Copies of any Notices to Guarantor under this Guaranty shall also be sent via facsimile to ATTN: Contracts Group, Legal, Fax No. (561) 625-7504 and ATTN: Credit Department, Fax No. (561) 625-7642. However, such facsimile transmissions shall not be deemed effective for delivery purposes under this Guaranty.)

Any Notice given in accordance with this Section 9 will (i) if delivered during the recipient’s normal business hours on any given Business Day, be deemed received by the designated recipient on such date and (ii) if not delivered during the recipient’s normal business hours on any given Business Day, be deemed received by the designated recipient at the start of the recipient’s normal business hours on the next Business Day after such delivery.

10.MISCELLANEOUS.

(a) This Guaranty shall in all respects be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws thereunder (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

(b) This Guaranty shall be binding upon Guarantor and its successors and permitted assigns and inure to the benefit of and be enforceable by Counterparty and its successors and permitted assigns. Guarantor may not assign this Guaranty in part or in whole without the prior written consent of Counterparty. Counterparty may not assign its rights or benefits under this Guaranty in part or in whole without the prior written consent of Guarantor.

(c) This Guaranty embodies the entire agreement and understanding between Guarantor and Counterparty and supersedes all prior agreements and understandings relating to the subject matter hereof.

(d) The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. Words importing the singular number hereunder shall include the plural number and vice versa, and any pronouns used herein shall be deemed to cover all genders. The term “person” as used herein means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated association, or government (or any agency or political subdivision thereof).

F-4

(e) Wherever possible, any provision in this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f) Counterparty (by its acceptance of this Guaranty) and Guarantor each hereby irrevocably: (i) consents and submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or if that court does not have subject matter jurisdiction, to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County (without prejudice to the right of any party to remove to the United States District Court for the Southern District of New York) for the purposes of any suit, action or other proceeding arising out of this Guaranty or the subject matter hereof or any of the transactions contemplated hereby brought by Counterparty, Guarantor or their respective successors or assigns; and (ii) waives (to the fullest extent permitted by applicable law) and agrees not to assert any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Guaranty or the subject matter hereof may not be enforced in or by such court.

(g) COUNTERPARTY (BY ITS ACCEPTANCE OF THIS GUARANTY) AND GUARANTOR EACH HEREBY IRREVOCABLY, INTENTIONALLY AND VOLUNTARILY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY.

*                    *                    *

IN WITNESS WHEREOF, the Guarantor has executed this Guaranty on _____________, 20__, but it is effective as of the Effective Date.

ESI ENERGY, LLC

By:

Name:

Title:

F-5

EXHIBIT G

Form of Amendment to Purchase and Sale Agreement to add an Additional Acquired Companies Annex

AMENDMENT

to

PURCHASE AND SALE AGREEMENT

([_________] PROJECT ANNEX)

This AMENDMENT to PURCHASE AND SALE AGREEMENT, dated as of [__________________], 20[__] (the “Amendment”), is made and entered into by and between NEP US SELLCO, LLC, a Delaware limited liability company (“Seller”), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”) (Seller and Purchaser being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”). Capitalized terms not otherwise defined herein shall have the same meanings when used herein as in the Agreement.

WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Agreement, dated as of April 28, 2015 (as heretofore amended, amended and restated, supplemented and modified, the “Agreement”);

WHEREAS, Section 12.8(b) of the Agreement provides that the Parties may amend the Agreement to include an additional Acquired Companies Annex by execution of an amendment to the Agreement that includes as an attachment the form of the Acquired Companies Annex; and

WHEREAS, the Parties desire to amend the Agreement to include as an additional Acquired Companies Annex the Acquired Companies Annex for the [_____] Acquired Companies in the form of Attachment 1 hereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree, and agree that the Agreement shall be amended, as follows:

1.    Amendments to Include an Additional Acquired Companies Annex. The Agreement is hereby amended to include as an Additional Acquired Companies Annex the Acquired Companies Annex for the [_____] Acquired Companies in the form of Attachment 1 hereto (the “Additional Acquired Companies Annex”), which Additional Acquired Companies Annex shall now constitute, and hereafter constitute, a part of the Agreement and be incorporated in the Agreement for all purposes. All references in the Agreement to “Acquired Companies Annexes” or a “Acquired Companies Annex” shall hereafter include a reference to the Additional Acquired Companies Annex and all references to a “Acquired Companies” in the Agreement shall hereafter include a reference to the Acquired Companies described in such Additional Acquired Companies Annex. The amount of the Base Purchase Price for the Acquired Companies Acquisition described in the Additional Acquired Companies Annex is [______________________] Dollars ($[___________]).

2.    Disclaimer. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Agreement. All other terms and conditions of the Agreement remain in full force and effect. Any reference to the Agreement set forth in any document delivered in connection with the Agreement shall be deemed to include a reference to the Agreement as amended by this Amendment, whether or not so stated in such document. Except as specifically set forth in this Amendment, nothing in this Amendment and no action taken by the parties hereto shall be deemed or construed to in any manner enlarge, diminish or otherwise affect in any way the rights, remedies or defenses of the parties to the Agreement, at law, in equity or otherwise or related issues.

3.    Authorization and Enforceability. Each Party hereby represents and warrants that it is authorized to enter into this Amendment and that this Amendment constitutes the legal, valid and binding obligation of each such Party, enforceable in accordance with its terms.

4.    Governing Law. This Amendment, and all Disputes, claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Amendment, the negotiation, execution or performance of this Amendment (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Amendment or as an inducement to enter into this Amendment), whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the internal substantive Laws of the State of New York without giving effect to any conflict or choice of law provision. Each Party hereby agrees that this Amendment involves at least $1,000,000 and that this Amendment has been entered into in express reliance on Sections 5-1401 of the New York General Obligations Law.

5.    Assignment; Binding Effect. Neither this Amendment nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. This Amendment is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

6.    Modification. This Amendment may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

7.    Section Headings. Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8.    Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile or portable document format (.pdf) copies hereof or signature hereon shall, for all purposes, be deemed originals.

[Signature page follows.]

G-2

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

SELLER

NEP US SELLCO, LLC

By:

Name:

Title:

PURCHASER

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

By:

Name:

Title:

G-3

ATTACHMENT 1

ADDITIONAL ACQUIRED COMPANIES ANNEX

[The Additional Acquired Companies Annex follows this cover page]

G-4

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

to

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

of

NEXTERA ENERGY OPERATING PARTNERS, LP

This AMENDMENT NO. 1 to FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of NEXTERA ENERGY OPERATING PARTNERS, LP,dated as of May 14, 2015 (this “Amendment”), is entered into by NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company (the “General Partner”), as the General Partner of NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (the “Partnership”).

WHEREAS, the General Partner, NextEra Energy Equity Partners, LP, a Delaware limited partnership (“NEE Equity”) and NextEra Energy Partners, LP, a Delaware limited partnership (“NEE Partners” and, collectively with NEE Equity, the “Limited Partners”), heretofore entered into that certain First Amended and Restated Agreement of Limited Partnership, dated as of July 1, 2014 (the “Limited Partnership Agreement”);

WHEREAS, pursuant to Section 13.1(d) of the Limited Partnership Agreement, the General Partner, without the approval of any Partner (as defined in the Limited Partnership Agreement), may amend any provision of the Limited Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that the General Partner determines is required to effect the intent expressed in the IPO Registration Statement (as defined in the Limited Partnership Agreement) or the intent of the provisions of the Limited Partnership Agreement or is otherwise contemplated by the Limited Partnership Agreement;

WHEREAS, the intent of the provisions of the Limited Partnership Agreement is for the calculation of “Market Value” as of any date of determination to be equivalent to the calculation of “Fair Market Value” as of such date as calculated under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan; and

WHEREAS, the General Partner wishes to amend the Limited Partnership Agreement to reflect such intent.

NOW, THEREFORE, pursuant to the authority granted to the General Partner pursuant to Section 13.1(d) of the Limited Partnership Agreement, the General Partner hereby amends the Limited Partnership Agreement as follows:

ARTICLE I

AMENDMENT

Section 1.1Definitions. The definition of “Market Value” is hereby amended to read as follows:

“Market Value” means the fair market value of a NEE Partners Common Unit, which shall be determined as of any date of determination as follows:

(a)If on such date of determination the NEE Partners Common Units are listed on the National Securities Exchange, or are publicly traded on another established securities market (a "Securities Market"), the Market Value of a NEE Partners Common Units shall be the closing price of the NEE Partners Common Unit on the trading day immediately preceding such date of determination as reported on such National Securities Exchange or such Securities Market (provided that, if there is more than one such National Securities Exchange or Securities Market, a committee of, and designated from time to time by resolution of, the Board of Directors shall designate the appropriate National Securities Exchange or Securities Market for purposes of the Market Value determination). If there is no such reported closing price on the trading day immediately preceding such date of determination, the Fair Market Value of a NEE Partners Common Unit shall be the closing price of the NEE Partners Common Unit on the next preceding day on which any sale of NEE Partners Common Units shall have been reported on such National Securities Exchange or such Securities Market.

(b)If on such date of determination the NEE Partners Common Units are not listed on a National Securities Exchange or publicly traded on a Securities Market, the Market Value of a NEE Partners Common Unit shall be the value of the NEE Partners Common Unit on such date of determination as determined by a committee of, and designated from time to time by resolution of, the Board of Directors by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

ARTICLE II

MISCELLANEOUS

Section 2.1Effective Date. This Amendment shall be effective on the date first written above (such date, the “Effective Date”).

2

Section 2.2No Other Amendments. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Limited Partnership Agreement. All other terms and conditions of the Limited Partnership Agreement remain in full force and effect. Any reference to the Limited Partnership Agreement set forth in any document delivered in connection with the Limited Partnership Agreement shall be deemed to include a reference to the Limited Partnership Agreement as amended by this Amendment, whether or not so stated in such document. Except as specifically set forth in this Amendment, nothing in this Amendment and no action taken by the parties to this Amendment shall be deemed or construed to in any manner enlarge, diminish or otherwise affect in any way the rights, remedies or defenses of the parties to the Limited Partnership Agreement, at law, in equity or otherwise.

Section 2.3Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Partners and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 2.4Headings. Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

Section 2.5Integration. This Amendment constitutes the entire agreement of the Partners pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 2.6Creditors. None of the provisions of this Amendment shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 2.7Waiver. No failure by any Partner to insist upon the strict performance of any covenant, duty, agreement or condition of this Amendment or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 2.8No Third-Party Beneficiaries. Except as specified in Section 15.16 of the Limited Partnership Agreement, the terms and provisions of this Amendment and the Limited Partnership Agreement are intended solely for the benefit of the Partners and their respective successors or permitted assigns, and it is not the intention of the General Partner to confer third-party beneficiary rights upon any other Person by reason of the execution and delivery of this Amendment.

Section 2.9Applicable Law; Forum; Venue and Jurisdiction. 

(a)This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

3

Section 2.10Invalidity of Provisions. If any provision or part of a provision of this Amendment is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or parts thereof contained herein shall not be affected thereby and this Amendment shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent possible.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the General Partner caused this Amendment to be executed by its authorized representative as of the Effective Date.

NEXTERA ENERGY OPERATING PARTNERS GP, LLC
By:	ARMANDO PIMENTEL, JR.
Name:	Armando Pimentel, Jr.
Title:	President

5

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED

CLASS B, SERIES 1 LIMITED PARTNER INTERESTS AMENDMENT

to

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

of

NEXTERA ENERGY OPERATING PARTNERS, LP

A Delaware Limited Partnership

Dated

July 17, 2015 and

Effective April 29, 2015

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION		2
Section 1.1	Definitions	2
Section 1.2	Construction	4
ARTICLE II AUTHORIZATION OF ADDITIONAL LIMITED PARTNER INTERESTS		4
Section 2.1	Authorization	4
Section 2.2	Designations, Preferences, Rights, Powers and Duties	5
Section 2.3	Issuance and Acceptance	8
ARTICLE III MISCELLANEOUS		9
Section 3.1	Effective Date	9
Section 3.2	No Other Amendments	9
Section 3.3	Binding Effect	9
Section 3.4	Modification	9
Section 3.5	Headings	9
Section 3.6	Integration	9
Section 3.7	Creditors	9
Section 3.8	Waiver	10
Section 3.9	No Third-Party Beneficiaries	10
Section 3.10	Invalidity of Provisions	10
Section 3.11	Coordination with Contribution Agreement and Limited Partnership Agreement	10

i

AMENDED AND RESTATED

CLASS B, SERIES 1 LIMITED PARTNER INTERESTS AMENDMENT

to

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

of

NEXTERA ENERGY OPERATING PARTNERS, LP

This AMENDED AND RESTATED CLASS B, SERIES 1 LIMITED PARTNER INTERESTS AMENDMENT to FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of NEXTERA ENERGY OPERATING PARTNERS, LP,dated July ___, 2015 (this “Amendment”), is entered into by NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company (the “General Partner”), as the General Partner of NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (the “Partnership”).

WHEREAS, the General Partner, NextEra Energy Equity Partners, LP, a Delaware limited partnership (“NEE Equity”) and NextEra Energy Partners, LP, a Delaware limited partnership (“NEE Partners” and, collectively with NEE Equity, the “Limited Partners”), heretofore entered into that certain First Amended and Restated Agreement of Limited Partnership, dated as of July 1, 2014 (as it may be amended from time to time, the “Limited Partnership Agreement”);

WHEREAS, Solar Holdings SellCo, LLC, a Delaware limited liability company (the “Grantor”), NextEra Energy Partners Solar Acquisitions, LLC, a Delaware limited liability company (the “Grantee”) which is a wholly-owned Subsidiary of NextEra Energy US Partners Holdings, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Partnership (“NEP US Holdings”), and the Partnership, entered into that certain Contribution Agreement, dated as of April 28, 2015 (as amended from time to time, the “Contribution Agreement”), which Contribution Agreement includes as an attachment thereto, and incorporates by reference the provisions of, the McCoy Solar Contributed Companies Annex;

WHEREAS, pursuant to the Contribution Agreement the Grantor contributed to the Partnership, and the Grantor transferred, assigned, conveyed and delivered to the Grantee as the designated transferee of the Partnership, on the Contribution Date (as defined in the Contribution Agreement), the Grantor’s right, title and interest in, to and under, seventy-five percent (75%) of the membership interest of McCoy Holdings (as defined below), which contribution was made in consideration of the agreement by the Partnership to issue to the Grantor one hundred percent (100%) of the Class B, Series 1 Limited Partner Interests to be issued pursuant to this Amendment;

WHEREAS, the parties to the Contribution Agreement have now agreed that Grantor should have transferred, assigned, conveyed and delivered to the Grantee as the designated transferee of the Partnership, on the Contribution Date, Grantor’s right, title and interest in, to and under, only fifty and one one-hundredths percent (50.01%) of the membership interest of McCoy Holdings (such amount, the “McCoy Interest”),

Signature Page to Amendment to OPCO LP Agreement (McCoy)

which contribution was made in consideration of the Partnership’s issuance to NEE Equity (as the recipient of Grantor’s rights) one hundred percent (100%) of the Class B, Series 2 Limited Partner Interests (collectively, the “Contribution Transaction”);

WHEREAS, the General Partner authorized the creation of, and issuance to NEE Equity by the Partnership of, Limited Partner Interests to be designated as “Class B, Series 1 Limited Partner Interests” (the “Units Issuance” and, collectively with the Contribution Transaction, the “Transaction”), which Class B, Series 1 Limited Partner Interests were issued in the number of Units and with such designations, preferences, rights, powers and duties as are set forth in this Amendment, and the General Partner desires to amend the Limited Partnership Agreement in accordance with the authority granted to the General Partner pursuant to Section 13.1(g) of the Limited Partnership Agreement to authorize the issuance of such Partnership Interests to NEE Equity, the admission of NEE Equity as a Limited Partner of the Partnership with respect to the Class B, Series 1 Limited Partner Interests as provided in Section 10.1 of the Limited Partnership Agreement and to set forth the designations, preferences, rights, powers and duties applicable to such Partnership Interests.

NOW, THEREFORE, pursuant to the authority granted to the General Partner pursuant to Section 13.1(g) of the Limited Partnership Agreement, the General Partner hereby amends and restates the Limited Partnership Agreement as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

Section 1.1Definitions. Capitalized terms used herein and not otherwise defined shall have the same meanings when used herein as in the Limited Partnership Agreement. Terms defined below shall have the meanings set forth below:

“Affiliate” has the meaning given to it in the Contribution Agreement.

“Amendment” has the meaning given to it in the Recitals hereto.

“Available Distribution Amount for the Class B, Series 1 Units” has the meaning given to it in Section 2.2(d) hereto.

“Class B, Series 1 Limited Partner” means a Limited Partner that has been admitted to the Partnership as a Limited Partner with respect to Class B, Series 1 Units

“Class B, Series 1 Units” has the meaning given to it in Section 2.2(a) hereof.

“Contributed Companies” means McCoy Holdings, McCoy Funding and McCoy Project Company.

“Contribution Agreement” has the meaning given to it in the Recitals hereto.

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“Contribution Transaction” has the meaning given to it in the Recitals hereto.

“Disposition Proceeds” has the meaning given to it in Section 2.2(f).

“Effective Date” has the meaning given to it in Section 3.1 hereof.

“General Partner” has the meaning given to it in the Recitals hereto.

“Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision or similar governing entity, and including any governmental, quasi-governmental or non-governmental body administering, regulating or having general oversight over electricity, power or other markets.

“Grantee” has the meaning given to it in the Recitals hereto.

“Grantor” has the meaning given to it in the Recitals hereto.

“Limited Partners” has the meaning given to it in the Recitals hereto.

“Limited Partnership Agreement” has the meaning given to it in the Recitals hereto.

“McCoy Funding” means McCoy Solar Funding, LLC, a Delaware limited liability company.

“McCoy Holdings Distribution Date” has the meaning given to it in Section 2.2(d) hereto.

“McCoy Holdings” means McCoy Solar Holdings, LLC, a Delaware limited liability company.

“McCoy Interest” has the meaning given to it in the Recitals hereto.

“McCoy Project Company” means McCoy Solar, LLC, a Delaware limited liability company.

“McCoy Solar Contributed Companies Annex” means the Contributed Company Annex attached to, and incorporated by reference in, the Contribution Agreement, relating to the Contributed Companies and the contribution to the Partnership of the McCoy Interest.

“NEE Equity” has the meaning given to it in the Recitals hereto.

“NEE Partners” has the meaning given to it in the Recitals hereto.

“NEP US Holdings” has the meaning given to it in the Recitals hereto.

“NEP US Holdings Financing Documents” means (a) the Revolving Credit Agreement dated as of July 1, 2014, between (i) NextEra Canada Partners Holdings, ULC and NextEra Energy US Partners Holdings, LLC, (ii) the Partnership, (iii) the lending institutions party thereto, (iv) Bank of America, N.A. and (v) Bank

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of America, N.A. (Canada Branch) and (b) the Loan Documents (as defined therein), as the same may be hereafter amended, amended and restated or otherwise modified.

“Net Agreed Value” means the fair market value of the McCoy Interest agreed to by the Partnership and the Grantor as of the date of this Amendment for purposes of establishing the Capital Account of the Class B, Series 1 Limited Partner.

“Partnership” has the meaning given to it in the Recitals hereto.

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority.

“Redemption Date” has the meaning given to it in Section 2.2(h)(i) hereof.

“Redemption Notice” has the meaning given to it in Section 2.2(h)(i) hereof.

“Redemption Price” shall be the redemption price (which may be payable in cash or by the transfer of other property, as may be agreed by the Partnership and NEE Equity) for each Class B, Series 1 Unit that may be agreed upon in writing after the Effective Date by the Partnership and NEE Equity.

“Transaction” has the meaning given to it in the Recitals hereto.

“Units Issuance” has the meaning given to it in the Recitals hereto.

Section 1.2Construction. The rules of construction set forth in Section 1.2 of the Limited Partnership Agreement shall also apply to this Amendment.

ARTICLE II

AUTHORIZATION OF ADDITIONAL LIMITED PARTNER INTERESTS

Section 2.1Authorization. Pursuant to the authority vested in the General Partner by Section 5.4 of the Limited Partnership Agreement, the General Partner does hereby authorize a series of Limited Partner Interests of the Partnership, designated as the “Class B, Series 1 Limited Partner Interests,” having the number of Units and, to the extent that the powers, designations, preferences, limitations, restrictions and relative rights thereof are not stated and expressed in the Limited Partnership Agreement, the designations, preferences, rights, powers and duties as are set forth in Section 2.2 hereof.

Section 2.2Designations, Preferences, Rights, Powers and Duties.

(a)Designation. The series of Units is hereby designated as the “Class B, Series 1 Limited Partner Interests” (the “Class B, Series 1 Units”). The Class B, Series 1 Units shall track ownership of the McCoy Interest. The Class B, Series 1 Limited Partners shall only have rights, powers and duties with respect

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to the McCoy Interest or obligations of the Partnership relating to the McCoy Interest and shall only have rights to profits or losses associated with the McCoy Interest. The records maintained for the Class B, Series 1 Units shall account for the McCoy Interest separately from the other assets of the Partnership. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Class B, Series 1 Units shall be enforceable only against the assets of the Class B, Series 1 Units and not against the assets of the Partnership generally or any other series thereof, or any general partner not associated with such series. None of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other series thereof shall be enforceable against the assets of the Class B Series 1 Units. Assets associated with the Class B, Series 1 Units may be held directly or indirectly, including in the name of such series, in the name of the Partnership, through a nominee or otherwise. Records maintained for the Class B, Series 1 Units that reasonably identify the assets of the series, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the Partnership, or any other series thereof.

(b)Number of Units. The Class B, Series 1 Units shall be a series consisting of one million (1,000,000) units authorized to be issued.

(c)Capital Contributions.

(i)On the Effective Date, the Grantor will contribute the McCoy Interest to the capital of the Partnership by a transfer of the McCoy Interest to the Grantee. The Net Agreed Value of the McCoy Interest on the Effective Date is $8,304,767.98.

(ii)No Class B, Series 1 Limited Partner is required to make any additional Capital Contribution to the Partnership. Notwithstanding the foregoing, the Class B, Series 1 Limited Partners may make additional Capital Contributions to the Partnership in their sole discretion, pro rata in accordance with the percentage of the outstanding Class B, Series 1 Units held by each such Class B, Series 1 Limited Partner. If additional Capital Contributions are made by the Class B, Series 1 Limited Partners, then the proceeds of such Capital Contributions shall be immediately contributed by the Partnership as a capital contribution to NEP US Holdings and the Partnership agrees (i) to cause NEP US Holdings to immediately contribute such proceeds as a capital contribution to the Grantee, (ii) to cause the Grantee to immediately contribute such proceeds as a capital contribution to McCoy Holdings, (iii) to cause McCoy Holdings to immediately contribute such proceeds as a capital contribution to McCoy Funding and (ii) to cause McCoy Funding to immediately contribute such proceeds as a capital contribution to McCoy Project Company to be applied by McCoy Project Company. Each Class B, Series 1 Limited Partner shall receive a credit to their respective Capital Accounts in the amount of the additional Capital Contributions that it makes.

(d)Distributions on the Class B, Series 1 Units. Distributions on the Class B, Series 1 Units (other than as provided in subparagraph (f) of this Section 2.2) shall be made only out of the Available

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Distribution Amount for the Class B, Series 1 Units (as defined below) as hereinafter provided. The “Available Distribution Amount for the Class B, Series 1 Units” shall mean, as of any date, an amount equal to (i) the aggregate value of cash or other property that has been distributed (including any distribution of cash or property made in connection with a liquidation of McCoy Holdings) to the Grantee at any time that any of the Class B, Series 1 Units are outstanding (the date of any such distribution, a “McCoy Holdings Distribution Date”) minus (ii) the aggregate amount of all distributions of cash or other property previously made by the Partnership in respect of the Class B, Series 1 Units. The Partnership agrees (i) to cause NEP US Holdings to cause the Grantee to promptly distribute to NEP US Holdings any amount of cash or property distributed by McCoy Holdings to the Grantee and (ii) cause NEP US Holdings to promptly distribute to the Partnership the amount of cash or property distributed by the Grantee to NEP US Holdings; provided, that NEP US Holdings shall not be obligated to make such distribution to the Partnership unless and until it is permitted to do so under the terms and provisions of any NEP US Holdings Financing Documents. Distributions of all of the Available Distribution Amount for the Class B, Series 1 Units shall be made by the General Partner to the Class B, Series 1 Limited Partners promptly following the date on which a distribution is received by the Partnership in accordance with clause (ii) of the immediately preceding sentence. Such distributions shall be made pro rata among all of the Class B, Series 1 Units outstanding as of the date such distributions are made.

The distributions on the Class B, Series 1 Units pursuant to this Amendment shall be separate from any distributions of Available Cash to the Partners in the Limited Partnership Agreement. Further, the Available Distribution Amount for the Class B, Series 1 Units shall be calculated separately from the calculations of Available Cash, Operating Surplus, Capital Surplus and Minimum Quarterly Distribution pursuant to the Limited Partnership Agreement.

(e)Allocations for Capital Account and Tax Purposes. Notwithstanding any provision in the Limited Partnership Agreement, Net Income and Net Loss attributable to the McCoy Interest (and all items of income, gain, loss, deduction and credit taken into account in computing Net Income and Net Loss attributable to the McCoy Interest), including Net Income and Net Loss attributable to the McCoy Interest in connection with a liquidation of the Partnership and Net Income and Net Loss attributable to the McCoy Interest for federal income tax purposes, shall be allocated 100% to the Class B, Series 1 Limited Partners based on the relative percentage ownership of the Class B, Series 1 Limited Partners in the Class B, Series 1 Units.

(f)Preferences on Liquidation. In the event of a liquidation of the Partnership, the Class B, Series 1 Limited Partners shall be entitled to receive as a preferential distribution any and all proceeds received by NEP US Holdings on the sale or other disposition of the Grantee or by the Grantee on the sale or other disposition of the McCoy Interest or any of the equity interests of, or assets owned by, any and all of the Contributed Companies (the “Disposition Proceeds”). To the full extent permitted by Applicable Law, no reduction in the Disposition Proceeds shall be made in order to pay any other liabilities, including contingent liabilities, of the Partnership, which liabilities shall be paid, or provision for payment made, from the assets and properties of the Partnership other than the Disposition Proceeds. The liquidator for the Partnership shall cause NEP US Holdings, which shall in turn cause the Grantee to sell or otherwise dispose of the McCoy Interest or the Grantee’s interest in any of the Contributed Companies and their respective assets and properties as directed by the Class B, Series 1 Limited Partners holding a majority of the Class

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B, Series 1 Units then outstanding and to cause the distribution of any and all Disposition Proceeds to occur in the same manner as the distribution of cash or property resulting from distributions paid by the Grantee as provided in subparagraph (d) of this Section 2.2.

(g)Voting Rights. On all matters on which Class B, Series 1 Limited Partners are entitled to vote pursuant to this Amendment or the Partnership Agreement, each Class B, Series 1 Limited Partner shall be entitled to one vote for each Unit of the Class B, Series 1 Units held by such Class B, Series 1 Limited Partner.

(h)Redemption.

(i)Redemption Following a Redemption Notice. Upon receipt by the Partnership of a written request from one or more Class B, Series 1 Limited Partners, which written request shall designate the number of Class B, Series 1 Units to be redeemed and shall be accompanied by a fully executed copy of a written agreement of the Partnership and NEE Equity setting forth the Redemption Price (a “Redemption Notice”), on the date that is five (5) Business Days following the Partnership’s receipt of the Redemption Notice or on such other later date designated in the Redemption Notice (the “Redemption Date”), the Partnership shall be required to redeem all of the outstanding Class B, Series 1 Units requested to be redeemed by such Class B, Series 1 Limited Partners at a price per Unit equal to the Redemption Price. The Redemption Price shall be paid on the Redemption Date in United States Dollars by wire transfer of immediately available funds to the account designated by the applicable Class B, Series 1 Limited Partner(s) to the Partnership in writing or by the delivery of any other property to be delivered in connection with such redemption, as the case may be, in each case to each Class B, Series 1 Limited Partner whose Class B, Series 1 Units are being redeemed.

(ii)Redemption Procedures.

(A)In the case of a redemption pursuant to Section 2.2(h)(i) hereof, each Class B, Series 1 Limited Partner whose Class B, Series 1 Units are being redeemed shall deliver at the principal office of the Partnership an instrument of transfer of the Class B, Series 1 Units to be redeemed, in form and substance reasonable satisfactory to the Partnership. Upon receipt of such instrument of transfer, the Partnership shall remit or transfer the Redemption Price to each Class B, Series 1 Limited Partner whose Class B, Series 1 Units are being redeemed.

(B)Rights After the Redemption Date. From and after the close of business on the Redemption Date, unless there shall have been a default in the payment of the Redemption Price, all rights of the Class B, Series 1 Limited Partner whose Class B, Series 1 Units are being redeemed (except the right to receive the Redemption Price) shall cease with respect to such Units, and thereafter such Units shall not be deemed to be outstanding for any purpose whatsoever.

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(C)Cancellation of Redeemed Units. Any Units of Class B, Series 1 Units that shall at any time have been redeemed shall, after such redemption, be canceled by the Partnership and shall not be available for reissuance.

(i)Protection Provisions. So long as any Unit of the Class B, Series 1 Units is outstanding, the Partnership shall not, and shall not cause or permit any of its Subsidiaries to, without the prior approval of the Class B, Series 1 Limited Partners holding at least a majority of the Units of Class B, Series 1 Units then outstanding, issue or sell (x) any additional Class B, Series 1 Units, or any other interests in or rights to (including economic rights based on or with respect to) the Contributed Companies or (y) any securities convertible into or exercisable or exchangeable for any of the foregoing.

(j)Amendment, Supplement and Waiver.

(i)The Partnership may not amend, supplement or waive any provisions of this Amendment in any respect without the approval of the Class B, Series 1 Limited Partners holding one hundred percent (100%) of the Class B, Series 1 Units then outstanding.

(ii)Notwithstanding the foregoing, the Partnership is entitled to amend its Limited Partnership Agreement pursuant to the terms thereof, including to authorize one or more additional series of Units, provided that no such amendment shall adversely affect the designations, preferences, rights, powers and duties of the Class B, Series 1 Units or the Class B, Series 1 Limited Partners as granted pursuant to this Amendment.

(k)Transfers of the Class B, Series 1 Units. The Class B, Series 1 Units shall be non-transferable, except that such Class B, Series 1 Units shall be transferable to any Affiliate of NEE Equity, subject to the limitations, terms and conditions on transfers of Units set forth in the Limited Partnership Agreement.

(l)No Certificates. Ownership of the Class B, Series 1 Units shall be recorded in the Register and ownership of such interests and any transfer thereof shall be evidenced by a book entry notation in the Register. Class B, Series 1 Units shall not be evidenced by physical certificates.

(m)Status under the Uniform Commercial Code. The Class B, Series 1 Units shall be deemed to be securities governed by Article 8 of the Uniform Commercial Code as in effect from time to time in Delaware.

Section 2.3Issuance and Acceptance. The General Partner does hereby authorize the issuance of one hundred percent (100%) of the authorized Class B, Series 1 Units to NEE Equity in accordance with the terms and provisions of the Contribution Agreement and, upon such issuance and the execution by NEE Equity of an acceptance of the Class B, Series 1 Limited Partner Interests and joinder to the Limited Partnership Agreement, in form and substance satisfactory to the General Partner as evidenced by the General Partner’s execution thereof, NEE Equity shall be admitted to the Partnership as a Class B, Series 1 Limited Partner. The General Partner shall take all actions contemplated by Section 10.3 of the Limited Partnership Agreement to effect such admission.

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ARTICLE III

MISCELLANEOUS

Section 3.1Effective Date. This Amendment shall be effective on April 29, 2015 (such date, the “Effective Date”).

Section 3.2No Other Amendments. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Limited Partnership Agreement. All other terms and conditions of the Limited Partnership Agreement remain in full force and effect. Any reference to the Limited Partnership Agreement set forth in any document delivered in connection with the Limited Partnership Agreement shall be deemed to include a reference to the Limited Partnership Agreement as amended by this Amendment, whether or not so stated in such document. Except as specifically set forth in this Amendment, nothing in this Amendment and no action taken by the parties to this Amendment shall be deemed or construed to in any manner enlarge, diminish or otherwise affect in any way the rights, remedies or defenses of the parties to the Limited Partnership Agreement, at law, in equity or otherwise.

Section 3.3Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Partners and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 3.4Modification. This Amendment may not be amended or modified in any way except by a written instrument executed by the General Partner and the Class B, Series 1 Limited Partners holding one hundred percent (100%) of the Class B, Series 1 Units then outstanding.

Section 3.5Headings. Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

Section 3.6Integration. This Amendment together with the Limited Partnership Agreement constitutes the entire agreement of the Partners pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 3.7Creditors. None of the provisions of this Amendment shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 3.8Waiver. No failure by any Partner to insist upon the strict performance of any covenant, duty, agreement or condition of this Amendment or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 3.9No Third-Party Beneficiaries. Except as specified in Section 15.16 of the Limited Partnership Agreement, the terms and provisions of this Amendment and the Limited Partnership Agreement are intended solely for the benefit of the Partners and their respective successors or permitted assigns, and it is not the intention of the General Partner to confer third-party beneficiary rights upon any other Person by reason of the execution and delivery of this Amendment.

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Section 3.10Invalidity of Provisions. If any provision or part of a provision of this Amendment is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or parts thereof contained herein shall not be affected thereby and this Amendment shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 3.11Coordination with Contribution Agreement and Limited Partnership Agreement. The Contribution Agreement includes covenants, rights and obligations that survive the closing of the Transaction. In the event of any conflict or inconsistency between the provisions of this Amendment and the Contribution Agreement, on one hand, and the provisions of the Limited Partnership Agreement, on the other hand, this Amendment and the Contribution Agreement shall govern and control.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the General Partner caused this Amendment to be executed by its authorized representative on July 17, 2015, and effective as of the Effective Date.

NEXTERA ENERGY OPERATING PARTNERS GP, LLC
By:	ARMANDO PIMENTEL, JR.
	Name:  Armando Pimentel, Jr. Title:    President

Signature Page to Amendment to OPCO LP Agreement (McCoy)

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

CLASS B, SERIES 2 LIMITED PARTNER INTERESTS AMENDMENT

to

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

of

NEXTERA ENERGY OPERATING PARTNERS, LP

A Delaware Limited Partnership

Dated July 17, 2015 and

Effective April 29, 2015

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION		2
Section 1.1	Definitions	2
Section 1.2	Construction	4
ARTICLE II AUTHORIZATION OF ADDITIONAL LIMITED PARTNER INTERESTS		4
Section 2.1	Authorization	4
Section 2.2	Designations, Preferences, Rights, Powers and Duties	5
Section 2.3	Issuance and Acceptance	9
ARTICLE III MISCELLANEOUS		9
Section 3.1	Effective Date	9
Section 3.2	No Other Amendments	9
Section 3.3	Binding Effect	9
Section 3.4	Modification	9
Section 3.5	Headings	9
Section 3.6	Integration	10
Section 3.7	Creditors	10
Section 3.8	Waiver	10
Section 3.9	No Third-Party Beneficiaries	10
Section 3.10	Invalidity of Provisions	10
Section 3.11	Coordination with Contribution Agreement and Limited Partnership Agreement	10

i

AMENDED AND RESTATED

CLASS B, SERIES 2 LIMITED PARTNER INTERESTS AMENDMENT

to

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

of

NEXTERA ENERGY OPERATING PARTNERS, LP

This AMENDED AND RESTATEDCLASS B, SERIES 2 LIMITED PARTNER INTERESTS AMENDMENT to FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of NEXTERA ENERGY OPERATING PARTNERS, LP,dated July ___, 2015 (this “Amendment”), is entered into by NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company (the “General Partner”), as the General Partner of NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (the “Partnership”).

WHEREAS, the General Partner, NextEra Energy Equity Partners, LP, a Delaware limited partnership (“NEE Equity”) and NextEra Energy Partners, LP, a Delaware limited partnership (“NEE Partners” and, collectively with NEE Equity, the “Limited Partners”), heretofore entered into that certain First Amended and Restated Agreement of Limited Partnership, dated as of July 1, 2014 (as it may be amended from time to time, the “Limited Partnership Agreement”);

WHEREAS, Solar Holdings SellCo, LLC, a Delaware limited liability company (the “Grantor”), NextEra Energy Partners Solar Acquisitions, LLC, a Delaware limited liability company (the “Grantee”) which is a wholly-owned Subsidiary of NextEra Energy US Partners Holdings, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Partnership (“NEP US Holdings”), and the Partnership, entered into that certain Contribution Agreement, dated as of April 28, 2015 (as amended from time to time, the “Contribution Agreement”), which Contribution Agreement includes as an attachment thereto, and incorporates by reference the provisions of, the Adelanto Solar Contributed Companies Annex;

WHEREAS, pursuant to the Contribution Agreement the Grantor contributed to the Partnership, and the Grantor transferred, assigned, conveyed and delivered to the Grantee as the designated transferee of the Partnership, on the Contribution Date (as defined in the Contribution Agreement), the Grantor’s right, title and interest in, to and under, seventy-five percent (75%) of the membership interest of Adelanto Solar Funding (as defined below), which contribution was made in consideration of the agreement by the Partnership to issue to the Grantor one hundred percent (100%) of the Class B, Series 2 Limited Partner Interests to be issued pursuant to this Amendment;

WHEREAS, the parties to the Contribution Agreement have now agreed that Grantor should have transferred, assigned, conveyed and delivered to the Grantee as the designated transferee of the Partnership,

on the Contribution Date, Grantor’s right, title and interest in, to and under, only fifty and one one-hundredths percent (50.01%) of the membership interest of Adelanto Solar Funding (such amount, the “Adelanto Interest”), which contribution was made in consideration of the Partnership’s issuance to NEE Equity (as

the recipient of Grantor’s rights) one hundred percent (100%) of the Class B, Series 2 Limited Partner Interests (collectively, the “ContributionTransaction”);

WHEREAS, the General Partner authorized the creation of, and issuance to NEE Equity by the Partnership of, Limited Partner Interests to be designated as “Class B, Series 2 Limited Partner Interests” (the “Units Issuance” and, collectively with the Contribution Transaction, the “Transaction”), which Class B, Series 2 Limited Partner Interests were issued in the number of Units and with such designations, preferences, rights, powers and duties as are set forth in this Amendment, and the General Partner desires to amend the Limited Partnership Agreement in accordance with the authority granted to the General Partner pursuant to Section 13.1(g) of the Limited Partnership Agreement to authorize the issuance of such Partnership Interests to NEE Equity, the admission of NEE Equity as a Limited Partner of the Partnership with respect to the Class B, Series 2 Limited Partner Interests as provided in Section 10.1 of the Limited Partnership Agreement and to set forth the designations, preferences, rights, powers and duties applicable to such Partnership Interests.

NOW, THEREFORE, pursuant to the authority granted to the General Partner pursuant to Section 13.1(g) of the Limited Partnership Agreement, the General Partner hereby amends and restates the Limited Partnership Agreement as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

Section 1.1Definitions. Capitalized terms used herein and not otherwise defined shall have the same meanings when used herein as in the Limited Partnership Agreement. Terms defined below shall have the meanings set forth below:

“Adelanto Interest” has the meaning given to it in the Recitals hereto.

“Adelanto Project Companies” means Adelanto Solar, LLC, a Delaware limited liability company, and Adelanto Solar II, LLC, a Delaware limited liability company, individually and collectively.

“Adelanto Solar Contributed Companies Annex” means the Contributed Company Annex attached to, and incorporated by reference in, the Contribution Agreement, relating to the Contributed Companies and the contribution to the Partnership of the Adelanto Interest.

“Adelanto Solar Funding” means AdelantoSolar Funding, LLC, a Delaware limited liability company.

“Adelanto Solar Funding Distribution Date” has the meaning given to it in Section 2.2(d) hereto.

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“Adelanto Solar Holdings” means AdelantoSolar Holdings, LLC, a Delaware limited liability company.

“Affiliate” has the meaning given to it in the Contribution Agreement.

“Amendment” has the meaning given to it in the Recitals hereto.

“Available Distribution Amount for the Class B, Series 2 Units” has the meaning given to it in Section 2.2(d) hereto.

“Class B, Series 2 Limited Partner” means a Limited Partner that has been admitted to the Partnership as a Limited Partner with respect to Class B, Series 2 Units.

“Class B, Series 2 Units” has the meaning given to it in Section 2.2(a) hereof.

“Contributed Companies” means Adelanto Solar Funding, Adelanto Solar Holdings and the Adelanto Project Companies.

“Contribution Agreement” has the meaning given to it in the Recitals hereto.

“Contribution Transaction” has the meaning given to it in the Recitals hereto.

“Disposition Proceeds” has the meaning given to it in Section 2.2(f).

“Effective Date” has the meaning given to it in Section 3.1 hereof.

“General Partner” has the meaning given to it in the Recitals hereto.

“Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision or similar governing entity, and including any governmental, quasi-governmental or non-governmental body administering, regulating or having general oversight over electricity, power or other markets.

“Grantee” has the meaning given to it in the Recitals hereto.

“Grantor” has the meaning given to it in the Recitals hereto.

“Limited Partners” has the meaning given to it in the Recitals hereto.

“Limited Partnership Agreement” has the meaning given to it in the Recitals hereto.

“NEE Equity” has the meaning given to it in the Recitals hereto.

“NEE Partners” has the meaning given to it in the Recitals hereto.

“NEP US Holdings” has the meaning given to it in the Recitals hereto.

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“NEP US Holdings Financing Documents” means (a) the Revolving Credit Agreement dated as of July 1, 2014, between (i) NextEra Canada Partners Holdings, ULC and NextEra Energy US Partners Holdings, LLC, (ii) the Partnership, (iii) the lending institutions party thereto, (iv) Bank of America, N.A. and (v) Bank of America, N.A. (Canada Branch), and (b) the Loan Documents (as defined therein), as the same may be hereafter amended, amended and restated or otherwise modified.

“Net Agreed Value” means the fair market value of the Adelanto Interest agreed to by the Partnership and the Grantor as of the date of this Amendment for purposes of establishing the Capital Account of the Class B, Series 2 Limited Partner.

“Partnership” has the meaning given to it in the Recitals hereto.

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority.

“Redemption Date” has the meaning given to it in Section 2.2(h)(i) hereof.

“Redemption Notice” has the meaning given to it in Section 2.2(h)(i) hereof.

“Redemption Price” shall be the redemption price (which may be payable in cash or by the transfer of other property, as may be agreed by the Partnership and NEE Equity) for each Class B, Series 2 Unit that may be agreed upon in writing after the Effective Date by the Partnership and NEE Equity.

“Transaction” has the meaning given to it in the Recitals hereto.

“Units Issuance” has the meaning given to it in the Recitals hereto.

Section 1.2Construction. The rules of construction set forth in Section 1.2 of the Limited Partnership Agreement shall also apply to this Amendment.

ARTICLE II

AUTHORIZATION OF ADDITIONAL LIMITED PARTNER INTERESTS

Section 2.1Authorization. Pursuant to the authority vested in the General Partner by Section 5.4 of the Limited Partnership Agreement, the General Partner does hereby authorize a series of Limited Partner Interests of the Partnership, designated as the “Class B, Series 2 Limited Partner Interests,” having the number of Units and, to the extent that the powers, designations, preferences, limitations, restrictions and relative rights thereof are not stated and expressed in the Limited Partnership Agreement, the designations, preferences, rights, powers and duties as are set forth in Section 2.2 hereof.

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Section 2.2Designations, Preferences, Rights, Powers and Duties.

(a)Designation

. The series of Units is hereby designated as the “Class B, Series 2 Limited Partner Interests” (the “Class B, Series 2 Units”). The Class B, Series 2 Units shall track ownership of the Adelanto Interest. The Class B, Series 2 Limited Partners shall only have rights, powers and duties with respect to the Adelanto Interest or obligations of the Partnership relating to the Adelanto Interest and shall only have rights to profits or losses associated with the Adelanto Interest. The records maintained for the Class B, Series 2 Units shall account for the Adelanto Interest separately from the other assets of the Partnership. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Class B, Series 2 Units shall be enforceable only against the assets of the Class B, Series 2 Units and not against the assets of the Partnership generally or any other series thereof, or any general partner not associated with such series. None of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other series thereof shall be enforceable against the assets of the Class B Series 2 Units. Assets associated with the Class B, Series 2 Units may be held directly or indirectly, including in the name of such series, in the name of the Partnership, through a nominee or otherwise. Records maintained for the Class B, Series 2 Units that reasonably identify the assets of the series, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the Partnership, or any other series thereof.

(b)Number of Units. The Class B, Series 2 Units shall be a series consisting of one million (1,000,000) units authorized to be issued.

(c)Capital Contributions.

(i)On the Effective Date, the Grantor will contribute the Adelanto Interest to the capital of the Partnership by a transfer of the Adelanto Interest to the Grantee. The Net Agreed Value of the Adelanto Interest on the Effective Date is $25,090,237.62.

(ii)No Class B, Series 2 Limited Partner is required to make any additional Capital Contribution to the Partnership. Notwithstanding the foregoing, the Class B, Series 2 Limited Partners may make additional Capital Contributions to the Partnership in their sole discretion, pro rata in accordance with the percentage of the outstanding Class B, Series 2 Units held by each such Class B, Series 2 Limited Partner. If additional Capital Contributions are made by the Class B, Series 2 Limited Partners, then the proceeds of such Capital Contributions shall be immediately contributed by the Partnership as a capital contribution to NEP US Holdings and the Partnership agrees (i) to cause NEP US Holdings to immediately contribute such proceeds as a capital contribution to the Grantee, (ii) to cause the Grantee to immediately contribute such proceeds as a capital contribution to Adelanto Solar Funding, (iii) to cause Adelanto Solar Funding to immediately contribute such proceeds as a capital contribution to Adelanto Solar Holdings and (ii) to cause Adelanto Solar Holdings to immediately contribute such proceeds as a capital contribution to Adelanto Project Companies to

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be applied by Adelanto Project Companies. Each Class B, Series 2 Limited Partner shall receive a credit to their respective Capital Accounts in the amount of the additional Capital Contributions that it makes.

(d)Distributions on the Class B, Series 2 Units. Distributions on the Class B, Series 2 Units (other than as provided in subparagraph (f) of this Section 2.2) shall be made only out of the Available Distribution Amount for the Class B, Series 2 Units (as defined below) as hereinafter provided. The “Available Distribution Amount for the Class B, Series 2 Units” shall mean, as of any date, an amount equal to (i) the aggregate value of cash or other property that has been distributed (including any distribution of cash or property made in connection with a liquidation of Adelanto Solar Funding) to Grantee at any time that any of the Class B, Series 2 Units are outstanding (the date of any such distribution, an “Adelanto Solar Funding Distribution Date”) minus (ii) the aggregate amount of all distributions of cash or other property previously made by the Partnership in respect of the Class B, Series 2 Units. The Partnership agrees (i) to cause NEP US Holdings to cause the Grantee to promptly distribute to NEP US Holdings any amount of cash or property distributed by Adelanto Solar Funding to the Grantee and (ii) cause NEP US Holdings to promptly distribute to the Partnership the amount of cash or property distributed by the Grantee to NEP US Holdings; provided, that NEP US Holdings shall not be obligated to make such distribution to the Partnership unless and until it is permitted to do so under the terms and provisions of any NEP US Holdings Financing Documents. Distributions of all of the Available Distribution Amount for the Class B, Series 2 Units shall be made by the General Partner to the Class B, Series 2 Limited Partners promptly following the date on which a distribution is received by the Partnership in accordance with clause (ii) of the immediately preceding sentence. Such distributions shall be made pro rata among all of the Class B, Series 2 Units outstanding as of the date such distributions are made.

The distributions on the Class B, Series 2 Units pursuant to this Amendment shall be separate from any distributions of Available Cash to the Partners in the Limited Partnership Agreement. Further, the Available Distribution Amount for the Class B, Series 2 Units shall be calculated separately from the calculations of Available Cash, Operating Surplus, Capital Surplus and Minimum Quarterly Distribution pursuant to the Limited Partnership Agreement.

(e)Allocations for Capital Account and Tax Purposes. Notwithstanding any provision in the Limited Partnership Agreement, Net Income and Net Loss attributable to the Adelanto Interest (and all items of income, gain, loss, deduction, and credit taken into account in computing Net Income and Net Loss attributable to the Adelanto Interest), including Net Income and Net Loss attributable to the Adelanto Interest in connection with a liquidation of the Partnership and Net Income and Net Loss attributable to the Adelanto Interest for federal income tax purposes, shall be allocated 100% to the Class B, Series 2 Limited Partners based on the relative percentage ownership of the Class B, Series 2 Limited Partners in the Class B, Series 2 Units.

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(f)Preferences on Liquidation. In the event of a liquidation of the Partnership, the Class B, Series 2 Limited Partners shall be entitled to receive as a preferential distribution any and all proceeds received by NEP US Holdings on the sale or other disposition of the Grantee or by the Grantee on the sale or other disposition of the Adelanto Interest or any of the equity interests of, or assets owned by, any and all of the Contributed Companies (the “Disposition Proceeds”). To the full extent permitted by Applicable Law, no reduction in the Disposition Proceeds shall be made in order to pay any other liabilities, including contingent liabilities, of the Partnership, which liabilities shall be paid, or provision for payment made, from the assets and properties of the Partnership other than the Disposition Proceeds. The liquidator for the Partnership shall cause NEP US Holdings, which shall in turn cause the Grantee to sell or otherwise dispose of the Adelanto Interest or the Grantee’s interest in any of the Contributed Companies and their respective assets and properties as directed by the Class B, Series 2 Limited Partners holding a majority of the Class B, Series 2 Units then outstanding and to cause the distribution of any and all Disposition Proceeds to occur in the same manner as the distribution of cash or property resulting from distributions paid by the Grantee as provided in subparagraph (d) of this Section 2.2.

(g)Voting Rights. On all matters on which Class B, Series 2 Limited Partners are entitled to vote pursuant to this Amendment or the Partnership Agreement, each Class B, Series 2 Limited Partner shall be entitled to one vote for each Unit of the Class B, Series 2 Units held by such Class B, Series 2 Limited Partner.

(h)Redemption.

(i)Redemption Following a Redemption Notice. Upon receipt by the Partnership of a written request from one or more Class B, Series 2 Limited Partners, which written request shall designate the number of Class B, Series 2 Units to be redeemed and shall be accompanied by a fully executed copy of a written agreement of the Partnership and NEE Equity setting forth the Redemption Price (a “Redemption Notice”), on the date that is five (5) Business Days following the Partnership’s receipt of the Redemption Notice or on such other later date designated in the Redemption Notice (the “Redemption Date”), the Partnership shall be required to redeem all of the outstanding Class B, Series 2 Units requested to be redeemed by such Class B, Series 2 Limited Partners at a price per Unit equal to the Redemption Price. The Redemption Price shall be paid on the Redemption Date in United States Dollars by wire transfer of immediately available funds to the account designated by the applicable Class B, Series 2 Limited Partner(s) to the Partnership in writing or by the delivery of any other property to be delivered in connection with such redemption, as the case may be, in each case to each Class B, Series 2 Limited Partner whose Class B, Series 2 Units are being redeemed.

(ii)Redemption Procedures.

(A)In the case of a redemption pursuant to Section 2.2(h)(i) hereof, each Class B, Series 2 Limited Partner whose Class B, Series 2 Units are being redeemed shall deliver at the principal office of the Partnership an instrument of transfer of the Class B, Series 2 Units to be redeemed, in form and substance reasonable satisfactory to the Partnership. Upon receipt of suchinstrument of transfer, the Partnership shall remit or transfer the Redemption Price to each Class B, Series 2 Limited Partner whose Class B, Series 2 Units are being redeemed.

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(B)Rights After the Redemption Date. From and after the close of business on the Redemption Date, unless there shall have been a default in the payment of the Redemption Price, all rights of the Class B, Series 2 Limited Partner whose Class B, Series 2 Units are being redeemed (except the right to receive the Redemption Price) shall cease with respect to such Units, and thereafter such Units shall not be deemed to be outstanding for any purpose whatsoever.

(C)Cancellation of Redeemed Units. Any Units of Class B, Series 2 Units that shall at any time have been redeemed shall, after such redemption, be canceled by the Partnership and shall not be available for reissuance.

(i)Protection Provisions. So long as any Unit of the Class B, Series 2 Units is outstanding, the Partnership shall not, and shall not cause or permit any of its Subsidiaries to, without the prior approval of the Class B, Series 2 Limited Partners holding at least a majority of the Units of Class B, Series 2 Units then outstanding, issue or sell (x) any additional Class B, Series 2 Units, or any other interests in or rights to (including economic rights based on or with respect to) the Contributed Companies or (y) any securities convertible into or exercisable or exchangeable for any of the foregoing.

(j)Amendment, Supplement and Waiver.

(i)The Partnership may not amend, supplement or waive any provisions of this Amendment in any respect without the approval of the Class B, Series 2 Limited Partners holding one hundred percent (100%) of the Class B, Series 2 Units then outstanding.

(ii)Notwithstanding the foregoing, the Partnership is entitled to amend its Limited Partnership Agreement pursuant to the terms thereof, including to authorize one or more additional series of Units, provided that no such amendment shall adversely affect the designations, preferences, rights, powers and duties of the Class B, Series 2 Units or the Class B, Series 2 Limited Partners as granted pursuant to this Amendment.

(k)Transfers of the Class B, Series 2 Units. The Class B, Series 2 Units shall be non-transferable, except that such Class B, Series 2 Units shall be transferable to any Affiliate of NEE Equity, subject to the limitations, terms and conditions on transfers of Units set forth in the Limited Partnership Agreement.

(l)No Certificates. Ownership of the Class B, Series 2 Units shall be recorded in the Register and ownership of such interests and any transfer thereof shall be evidenced by a book entry notation in the Register. Class B, Series 2 Units shall not be evidenced by physical certificates.

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(m)    Status under the Uniform Commercial Code. The Class B, Series 2 Units shall be deemed to be securities governed by Article 8 of the Uniform Commercial Code as in effect from time to time in Delaware.

Section 2.3Issuance and Acceptance. The General Partner does hereby authorize the issuance of one hundred percent (100%) of the authorized Class B, Series 2 Units to NEE Equity in accordance with the terms and provisions of the Contribution Agreement and, upon such issuance and the execution by NEE Equity of an acceptance of the Class B, Series 2 Limited Partner Interests and joinder to the Limited Partnership Agreement, in form and substance satisfactory to the General Partner as evidenced by the General Partner’s execution thereof, NEE Equity shall be admitted to the Partnership as a Class B, Series 2 Limited Partner. The General Partner shall take all actions contemplated by Section 10.3 of the Limited Partnership Agreement to effect such admission.

ARTICLE III

MISCELLANEOUS

Section 3.1Effective Date. This Amendment shall be effective on April 29, 2015 (such date, the “Effective Date”).

Section 3.2No Other Amendments. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Limited Partnership Agreement. All other terms and conditions of the Limited Partnership Agreement remain in full force and effect. Any reference to the Limited Partnership Agreement set forth in any document delivered in connection with the Limited Partnership Agreement shall be deemed to include a reference to the Limited Partnership Agreement as amended by this Amendment, whether or not so stated in such document. Except as specifically set forth in this Amendment, nothing in this Amendment and no action taken by the parties to this Amendment shall be deemed or construed to in any manner enlarge, diminish or otherwise affect in any way the rights, remedies or defenses of the parties to the Limited Partnership Agreement, at law, in equity or otherwise.

Section 3.3Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Partners and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 3.4Modification. This Amendment may not be amended or modified in any way except by a written instrument executed by the General Partner and the Class B, Series 2 Limited Partners holding one hundred percent (100%) of the Class B, Series 2 Units then outstanding.

Section 3.5Headings. Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

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Section 3.6Integration. This Amendment together with the Limited Partnership Agreement constitutes the entire agreement of the Partners pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 3.7Creditors. None of the provisions of this Amendment shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 3.8Waiver. No failure by any Partner to insist upon the strict performance of any covenant, duty, agreement or condition of this Amendment or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 3.9No Third-Party Beneficiaries. Except as specified in Section 15.16 of the Limited Partnership Agreement, the terms and provisions of this Amendment and the Limited Partnership Agreement are intended solely for the benefit of the Partners and their respective successors or permitted assigns, and it is not the intention of the General Partner to confer third-party beneficiary rights upon any other Person by reason of the execution and delivery of this Amendment.

Section 3.10Invalidity of Provisions. If any provision or part of a provision of this Amendment is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or parts thereof contained herein shall not be affected thereby and this Amendment shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 3.11Coordination with Contribution Agreement and Limited Partnership Agreement. The Contribution Agreement includes covenants, rights and obligations that survive the closing of the Transaction. In the event of any conflict or inconsistency between the provisions of this Amendment and the Contribution Agreement, on one hand, and the provisions of the Limited Partnership Agreement, on the other hand, this Amendment and the Contribution Agreement shall govern and control.

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IN WITNESS WHEREOF, the General Partner caused this Amendment to be executed by its authorized representative on July 17, 2015, and effective as of the Effective Date.

NEXTERA ENERGY OPERATING PARTNERS GP, LLC
By:	ARMANDO PIMENTEL, JR.
	Name:  Armando Pimentel, Jr. Title:    President

EX-10.4

Exhibit 10.4

SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

AND COMPOSITE AMENDMENT AGREEMENT

This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND COMPOSITE AMENDMENT AGREEMENT dated as of April 28, 2015 (this “Amendment”), is by and between (i) NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia (“Canadian Holdings”) and NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, a Delaware limited liability company (“US Holdings”, and together with Canadian Holdings, the “Borrowers”), (ii) NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (“OpCo” or, the “Guarantor”) (iii) the lending institutions that are parties hereto as Lenders (as defined below), (iv) BANK OF AMERICA, N.A., acting in its capacity as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Agreement), and (v) BANK OF AMERICA, N.A. (CANADA BRANCH), acting in its capacity as Canadian agent for the Lenders (the “Canadian Agent” and, together with the Administrative Agent and the Collateral Agent, the “Agents”) (the Borrowers, the Guarantor, the Lenders and the Agents are hereinafter sometimes collectively referred to as the “Parties” and individually as a “Party”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantor, the Lenders parties thereto and the Agent entered into a Revolving Credit Agreement, dated as of July 1, 2014, as amended by that certain First Amendment to Revolving Credit Agreement, dated as of December 11, 2014 (collectively, the “Agreement”), pursuant to which the Lenders agreed to make loans to the Borrowers and to provide for the issuance of letters of credit for the account of the Borrowers in the maximum aggregate principal amount of TWO HUNDRED FIFTY MILLION AND 00/100 UNITED STATES DOLLARS (US$250,000,000.00) for the general corporate purposes of the Borrowers; and

WHEREAS, as security for the obligations of the Loan Parties under the Agreement and the other Loan Documents, the Loan Parties have heretofore made, executed and delivered the following:

(a) that certain Security Agreement, dated as of July 1, 2014 (the “Security Agreement”), from OpCo and US Holdings in favor of the Collateral Agent;

(b) that certain Deposit Account Control Agreement, dated as of July 1, 2014, among OpCo, the Collateral Agent and Scotia (the “OpCo/Scotia DACA”);

(c) that certain Deposit Account Control Agreement, dated as of July 1, 2014, among OpCo, the Collateral Agent and Bank of America, N.A. (“BofA”) (the “OpCo/BofA DACA”);

(d) that certain Deposit Account Control Agreement, dated as of July 1, 2014, among US Holdings, the Collateral Agent and BofA (the “US Holdings/BofA DACA”);

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(e) that certain Deposit Account Control Agreement, dated as of July 1, 2014, among Canadian Holdings, the Collateral Agent and Scotia (the “Canadian Holdings (Canadian Currency Account)/Scotia DACA”);

(f) that certain Deposit Account Control Agreement, dated as of July 1, 2014, among Canadian Holdings, the Collateral Agent and Scotia (the “Canadian Holdings (US Currency Account)/Scotia DACA” and, together with the OpCo/Scotia DACA, the OpCo/BofA DACA, the US Holdings/BofA DACA and the Canadian Holdings (Canadian Currency Account)/Scotia DACA, the “DACA’s”));

(g) that certain Control Agreement (NextEra Energy US Partners Holdings, LLC), dated as of July 1, 2014 (the “Control Agreement (US Holdings)”, among US Holdings, OpCo and the Collateral Agent;

(h) that certain Control Agreement (Genesis Solar Funding Holdings, LLC), dated as of July 1, 2014 (the “Control Agreement (Genesis)”), among Genesis Solar Funding Holdings, LLC, US Holdings and the Collateral Agent;

(i) that certain Control Agreement (Mountain Prairie Wind Holdings, LLC), dated as of July 1, 2014 (the “Control Agreement (Mountain Prairie)”), among Mountain Prairie Wind Holdings, LLC, US Holdings and the Collateral Agent;

(j) that certain Control Agreement (Elk City Wind Holdings, LLC), dated as of July 1, 2014 (the “Control Agreement (Elk City)”), among Elk City Wind Holdings, LLC, US Holdings and the Collateral Agent;

(k) that certain Control Agreement (Canyon Wind Holdings, LLC), dated as of July 1, 2014 (the “Control Agreement (Canyon Wind)” and, together with the Control Agreement (US Holdings), the Control Agreement (Genesis), the Control Agreement (Mountain Prairie), the Control Agreement (Elk City), the “Control Agreements”), among Canyon Wind Holdings, LLC, US Holdings and the Collateral Agent;

(l) that certain Security Agreement, dated as of July 1, 2014 (the “Canadian Security Agreement”), between the Collateral Agent and Canadian Holdings; and

(m) that certain Securities Control Agreement, dated as July 1, 2014 (the “Canadian Securities Control Agreement”), among the Collateral Agent, Canadian Holdings and St. Clair Investment Holding, LP, St. Clair MS Investment GP, LLC, Varna Wind Holdings GP, LLC and Varna Wind Holdings, LP;

(the Security Agreement, the DACAs, the Control Agreements, the Canadian Security Agreement and the Canadian Securities Control Agreement, are collectively referred to herein as the “Security Documents”); and

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WHEREAS, the Borrowers have requested that the Lenders agree to make certain modifications to the Agreement and the Security Documents, which the Lenders have agreed so to do on the terms, and subject to the conditions of this Amendment;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.Definitions and Rules of Interpretation.

Section 1.1.Defined Terms. Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Agreement.

Section 1.2.Rules of Interpretation. Except as otherwise expressly provided herein, the rules of interpretation set forth in the Agreement shall apply to this Amendment.

Section 2.Specific Amendments to the Agreement

Section 2.1. Section 1.01 of the Agreement is hereby amended to add or amend the following defined terms, each to read in its entirety as follows:

“Acquisition Date” means the date upon which any one or more of the Loan Parties consummates an acquisition of Equity Interests and/or other property permitted pursuant to Section 6.16.

“Adjusted Covenant Cash Flow” means, at any date of determination, the Covenant Cash Flow for the Measurement Period for which such determination is being made, minus the Excess Fee adjustment for such period.

“Canadian Holdings Funded Debt” means, as of any date of determination, Funded Debt of Canadian Holdings and its Subsidiaries (but not including any Funded Debt of the Project Companies).

“Collateral” has the meaning given such term in the Intercreditor Agreement.

“Covenant Cash Flow” means, at any date of determination, an amount equal to the Covenant Cash received by OpCo or US Holdings, as applicable, during the most recently completed Measurement Period, together with amounts deemed received in accordance with the definition of “Pro Forma Effect”.

“Excess Fee Adjustment” means, for any Measurement Period, an amount equal to the amount by which the aggregate Fees for such Measurement Period exceed twenty percent (20%) of the total Covenant Cash Flow for such period (before any deduction therefrom for any Fees).

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“Fees” means the Quarterly Fee Amount (as defined in the Management Services Agreement), the Additional Fee Amount (as defined in the Management Services Agreement), the IDR Fee (as defined in the Management Services Agreement) and the Credit Support Fee (as defined in the Cash Sweep and Credit Support Agreement) as required pursuant to the Cash Sweep and Credit Support Agreement and the Management Services Agreement. Each capitalized term in this definition of “Fees” which is not otherwise defined in Section 1.01 shall have the meaning given to them in the Cash Sweep and Credit Support Agreement or the Management Services Agreement, as applicable

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of April 28, 2015, among the Collateral Agent and the Loan Parties, substantially in the form of Exhibit J hereto.

“Interest Charges” means, for any period for which such determination is being made, the excess of (A) the sum of (a) cash interest, cash premium payments and other similar cash fees and charges paid or, to the extent contemplated in the definition of “Pro Forma Effect”, deemed payable in connection with borrowed money or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with generally accepted accounting principles, (b) cash interest paid or, to the extent contemplated in the definition of “Pro Forma Effect”, deemed payable with respect to discontinued operations and (c) the portion of rent expense paid or, to the extent contemplated in the definition of “Pro Forma Effect”, deemed payable under Capitalized Leases that is treated as cash interest in accordance with generally accepted accounting principles, in each case, of or by OpCo and the Borrowers or (as applicable) US Holdings on a standalone basis for such period over (B) any cash interest income received by OpCo and the Borrowers or (as applicable) US Holdings on a standalone basis during such such period.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, if any, (c) any agreement creating or perfecting rights in cash collateral pursuant to the provisions of Section 4.09 of this Agreement, (d) the Guaranty, (e) the NEE Partners Guaranty, (f) the Collateral Documents, (g) the fee letters, (h) each L/C Related Document and (i) the Intercreditor Agreement.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, any Additional Senior Debt Agreements (as defined in the Intercreditor Agreement) or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement, Secured Hedge Agreement or Additional Senior Debt (as defined in the Intercreditor Agreement), in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Obligations shall exclude any Excluded Swap Obligations; providedfurther that, for the purposes of the NEE Partner Guaranty, “Obligations” shall be limited to Obligations arising under this Agreement and the related Loan Documents and shall not include any Obligations arising under any Additional Senior Debt Agreement or in respect of any Additional Senior Debt.

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“OpCo Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Covenant Cash Flow of OpCo to (b) Interest Charges of OpCo, in each case, for the most recently completed Measurement Period.

“OpCo Leverage Ratio” means, as of any date of determination, the ratio of (a) OpCo Funded Debt as of such date to (b) Adjusted Covenant Cash Flow of OpCo for the most recently completed Measurement Period.

“Pro Forma Compliance” means, with respect to any covenant, term or condition of this Agreement or any of the other Loan Documents, after giving Pro Forma Effect to any disposition or acquisition upon the applicable Loan Party’s compliance with such covenant, term or condition, the applicable Loan Party shall be in compliance with the relevant covenant, term or condition, as written.

“Pro Forma Effect” means, when calculating compliance with the financial covenants contained in Section 6.13, the effect of any disposition or acquisition, determined in accordance with the following rules:

1. if, during any Measurement Period, any Loan Party disposes of any Equity Interests in a Project Company or OpCo or any of its Subsidiaries (including any Project Company) disposes of any property with a value in excess of US$5,000,000, the determination of Covenant Cash Flow shall be made on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c) and shall assume that such disposition (and any associated prepayment of the Loans) occurred on, and any interest savings thereon accrued from and after, the first day of the Measurement Period in which such disposition first occurred (which, for avoidance of doubt, shall account, not only for the loss of revenues, if any, but as well for the expense savings expected to be realized), in each case as reasonably determined by the Loan Parties; and

2. if, during any Measurement Period, any Loan Party or any of its Subsidiaries acquires any Equity Interests in any Project Company or any Loan Party or any of its Subsidiaries (including any Project Company) acquires any property with a value in excess of US$5,000,000, the determination of Covenant Cash Flow shall be made on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c); provided, that:

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(a) for the relevant Acquisition Date and the Measurement Period in which such acquisition first occurs, that portion of the Covenant Cash Flow derived or to be derived from the acquired Equity Interests and/or other property shall be equal to the amount projected therefor by the Loan Parties for the four (4) fiscal quarters to occur immediately after the Measurement Period in which such acquisition first occurs;

(b) for each of the four (4) Measurement Periods to occur immediately after the Measurement Period in which such acquisition first occurs, the Covenant Cash Flow shall progressively include the actual amount of Covenant Cash received by OpCo and US Holdings, as the case may be, and derived or to be derived from the acquired Equity Interests and/or other property, in each fiscal quarter thereafter to occur (as each such fiscal quarter elapses) together with the Loan Parties’ projections of such Covenant Cash Flow in the unexpired quarters thereafter to occur until four (4) full fiscal quarters shall have elapsed;

(c)for the relevant Acquisition Date and the Measurement Period in which such acquisition first occurs and for each of the four (4) Measurement Periods to occur immediately thereafter, the actual Covenant Cash Flow derived from the acquired asset from the applicable Acquisition Date to the end of the Measurement Period in which such acquisition first occurs shall be disregarded for the purpose of determining compliance with the financial covenants contained in Section 6.13;

(d) for the purpose of projecting the interest to accrue on any associated borrowing of the Loans or any other indebtedness incurred for the purpose of making such Acquisition, the Borrowers shall assume that the interest rate applicable to such borrowing as of the applicable borrowing date shall apply for the entire term of such projections; providedthat, to the extent that as of the date of any supplemental determination thereof, the rate applicable to such borrowing has changed upon the conversion or continuation of any Interest Period applicable to such borrowing, such new rate shall be the rate applicable for any remaining projections in respect of such borrowing, but shall be similarly adjusted if the applicable interest rate is different as of any subsequent date of determination; and

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(e) all projections made with respect to any indebtedness after the date of borrowing shall also take into account all prepayments made prior to the date of such determination;

in each case as reasonably determined by the Loan Parties.

For illustration purposes only, an example is set forth in Annex I attached hereto.

“Project Company” means (a) each entity listed on Schedule 5.14, and (b) any new direct or indirect Subsidiary or any joint venture of any Loan Party that, after the Agreement Effective Date, is created or acquired by any Loan Party and is the direct or indirect owner or lessee, or intended to become the direct or indirect owner, lessee or developer of all or any portion of any generating, transmission, distribution or other operating assets, or assets relating thereto (in each such case, a “Project”), together with the direct and indirect parents and subsidiaries of such Person, but excluding any Loan Party and any direct or indirect owner of any Equity Interest in any such Loan Party.

“Secured Parties” means, collectively, the Agents, the Lenders, the Issuing Banks, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Agents from time to time pursuant to Section 10.06, the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents and the holders of any Additional Senior Debt (as defined in the Intercreditor Agreement), and, if applicable, any Additional Senior Debt Agent/Trustee (as defined in the Intercreditor Agreement).

“Third-Party Provided Funded Debt” has the meaning specified in Section 6.14(e).

“US Holdings Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Covenant Cash Flow of US Holdings to (b) Interest Charges of US Holdings, in each case, for the most recently completed Measurement Period.

“US Holdings Leverage Ratio” means, as of any date of determination, the ratio of (a) US Holdings Funded Debt as of such date (excluding US Holdings’ Guarantee of the Canadian Holdings Funded Debt hereunder) to (b) Adjusted Covenant Cash Flow of US Holdings for the most recently completed Measurement Period.

Section 2.2. Section 2.14(b)(v) of the Agreement is hereby deleted and shall intentionally remain blank.

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Section 2.3. Sections 6.04(b) and (c) of the Agreement are hereby amended in their entirety to read as follows:

(b)as soon as practicable, but in any event not later than one hundred twenty (120) days after the end of each fiscal year of OpCo, the unaudited consolidated and consolidating balance sheet of OpCo, US Holdings and Canadian Holdings as at the end of such year, and the related unaudited consolidated and consolidating statements of income and consolidating statements of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year or year-end, as applicable, and all prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo that (i) the information contained in such financial statements fairly presents the financial position of OpCo, US Holdings and Canadian Holdings as of the end of such fiscal year and a written statement from the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo to the effect that such officer has read a copy of this Agreement, and that, in making the examination necessary to said certification, he or she has obtained no knowledge of any Default (other than, if applicable, a potential Event of Default as a result of the failure to comply with the financial covenants set forth in Section 6.13 (provided that OpCo shall have delivered to the Agent a certificate of a Responsible Officer of OpCo certifying as to OpCo’s intention to exercise the Cure Right)), or, if such officer shall have obtained knowledge of any then existing Default, he or she shall disclose in such statement any such Default; provided that such officer shall not be liable to the Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default and (ii) setting forth the OpCo Leverage Ratio;

(c)as soon as practicable, but in any event not later than sixty (60) days after the end of each of the first three (3) fiscal quarters of OpCo, copies of the unaudited consolidated and consolidating balance sheet of OpCo, US Holdings and Canadian Holdings as at the end of such quarter, and the related consolidated and consolidating statements of income and consolidated and consolidating statements of cash flows for the portion of the fiscal year to which they apply, all prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo that the information contained in such financial statements fairly presents the financial position of OpCo, US Holdings and Canadian Holdings as of the end of such quarter (subject to year‑end adjustments) and a written statement from the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo to the effect that (i) such officer has read a copy of this Agreement, and that, in making the examination necessary to said certification, he or she has obtained no knowledge of any Default (other than, if applicable, a potential Event of Default as a result of the failure to comply with the financial covenants set forth in Section 6.13 (provided that OpCo shall have delivered to the Agent a certificate of a Responsible Officer of OpCo certifying as to OpCo’s intention to exercise the Cure Right)), or, if such officer has obtained knowledge of any then existing Default, he or she shall disclose in such statement any such Default; provided that such officer shall not be liable to the Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default and (ii) setting forth the OpCo Leverage Ratio;

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Section 2.4. The first paragraph of Section 6.11(b) of the Agreement is hereby amended by deleting the phrase “the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense” and substituting therefor the phrase “the applicable Loan Party, in the case of clause (i) below shall, and, in the case of clauses (ii) through (v) below, shall upon the reasonable request of the Agent, at its own expense”.

Section 2.5. Section 6.14 of the Agreement is hereby amended in its entirety to read as follows:

Section 6.14. Indebtedness. No Loan Party will create, incur, assume or suffer to exist any Funded Debt, except:

(a) Funded Debt under the Loan Documents;

(b) Funded Debt outstanding on the date hereof and listed on Schedule 6.14(b) and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Funded Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, stillfurther, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Funded Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Funded Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Funded Debt does not exceed the then applicable market interest rate (“Permitted Refinancing Indebtedness”);

(c) in the case of OpCo, Obligations in respect of any Cash Management Agreement;

(d) in the case of Canadian Holdings, Funded Debt owed to a Project Company, which Funded Debt consists of loans made by such Project Company in lieu of distributions and is subordinated in right of payment to the Obligations of Canadian Holdings under the Loan Documents on terms reasonably satisfactory to the Agent, provided that after giving Pro Forma Effect to any such purchase or other acquisition, OpCo shall be in compliance with each of the covenants set forth in Section 6.13;

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(e) in the case of the Loan Parties, or any of them, additional Funded Debt (not otherwise permitted pursuant to any of the other clauses of this Section 6.14 and in addition to additional Funded Debt that may be incurred pursuant to Section 2.14) (“Third-Party Provided Funded Debt”), provided that

(i) such Third-Party Provided Funded Debt shall be non-revolving;

(ii) any Third Party-Provided Funded Debt of Canadian Holdings, may be guaranteed by OpCo and secured by Liens granted by Canadian Holdings but shall not be guaranteed by US Holdings or otherwise secured by any Liens granted by US Holdings (for avoidance of doubt, additional Canadian Holdings Funded Debt incurred pursuant to Section 2.14 shall be guaranteed and secured as provided herein and in the other Loan Documents); and

(iii) after giving effect to such Third-Party Provided Funded Debt, which Third-Party Provided Funded Debt shall be no more senior than pari passu in priority of payment and security with the Loans, OpCo and US Holdings shall be in compliance with each of the covenants set forth in Section 6.13.

For avoidance of doubt, such Third-Party Provided Funded Debt may, except as expressly contemplated in this subclause (e), be subject to such other terms and conditions (e.g. tenor, repayment, interest rate, covenants and other terms and conditions) as the applicable Loan Party may elect (whether or not such terms and conditions are the same for the Loans);

(f) Obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and

(g) to the extent constituting Funded Debt, obligations arising under the Cash Sweep and Credit Support Agreement and the Management Services Agreement.

Section 2.6. Section 6.15 of the Agreement is hereby amended in its entirety to read as follows:

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Section 6.15. Liens. No Loan Party will create any Lien upon or with respect to any of its properties, or assign any right to receive income, in each case to secure or provide for the payment of any debt of any Person, other than:

(i) purchase money liens or purchase money security interests upon or in any property acquired by such Loan Party in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;

(ii) Liens existing on property acquired by any Loan Party at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired;

(iii) Liens securing Funded Debt recourse for which is limited to specific assets of such Loan Party, created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens;

(iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) of this Section 6.15 upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the indebtedness secured thereby;

(v) Liens upon or with respect to margin stock;

(vi) (a) deposits or pledges to secure payment of workers' compensation, unemployment insurance, old age pensions or other social security; (b) deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of money) or leases, public or statutory obligations, surety or appeal bonds or other deposits or pledges for purposes of like general nature in the ordinary course of business; (c) Liens for property taxes not delinquent and Liens for taxes which in good faith are being contested or litigated and, to the extent that a Loan Party deems necessary, such Loan Party shall have set aside on its books adequate reserves with respect thereto; (d) mechanics', carriers', workmen's, repairmen's or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of sixty (60) days or more or which are in good faith being contested or litigated and, to the extent that a Loan Party deems necessary, such Loan Party shall have set aside on its books adequate reserves with respect thereto; and (e) other matters described in Schedule 5.03 (the “Permitted Liens”);

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(vii) Liens in favor of all of the Secured Parties created or required to be created by the Loan Documents;

(viii) To the extent constituting liens, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from OpCo and the Borrowers;

(ix) Subject to the provisions of Section 6.14(e)(ii), Liens securing Third-Party Provided Funded Debt that rank no more senior than pari passu with all outstanding Loans; provided that each holder of Third-Party Provided Funded Debt (or an authorized representative or agent acting on its behalf, shall have become a party to the Intercreditor Agreement pursuant to a joinder to the Intercreditor Agreement in the form of Exhibit J attached hereto; and providedfurther, that, as of the date of incurrence of any Third-Party Provided Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Loan Parties then outstanding that is secured by Liens granted by the Loan Parties, or any of them, shall not exceed the greater of (a) $1 billion, and (b) the amount that would cause the OpCo Leverage Ratio to exceed 3.5:1,0; and

(x) In the case of OpCo and US Holdings, any other Liens or security interests (other than Liens or security interests described in clauses (i) through (ix) of this Section 6.15), if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate US$5,000,000 at any one time outstanding;

provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) of this Section 6.15, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall OpCo create or suffer to exist any Lien on the Equity Interests of Canadian Holdings.

Section 2.7. Section 6.16 of the Agreement is hereby amended in its entirety to read as follows:

Section 6.16 Investments. No Loan Party will make or hold any Investments, except:

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(a) Investments held by the Loan Parties in the form of cash and Cash Equivalents;

(b) advances to officers, directors and employees of the Loan Parties in an aggregate amount not to exceed US$1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c)(i) Investments by the Loan Parties in their respective Subsidiaries in an amount equal to the sum of (A) Investments outstanding on the date hereof, plus (B) any returns thereon from and after the date hereof;

(ii) Investments by any Loan Party in another Loan Party; and

(iii) Investments by any Loan Party in a Subsidiary owned, in whole or in part, by it on the Agreement Effective Date, plus Investments that would be permitted by Section 6.16(g) and other Investments;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors;

(e) to the extent constituting Investments and Guarantees permitted by Section 6.14;

(f) Investments existing on the date hereof (without duplication of those referred to in Section 6.16(c)(i)) and set forth on Schedule 6.16(f));

(g) the purchase or other acquisition of all or any portion of the Equity Interests in, or in the case of the Guarantor, the purchase by the Guarantor of all or substantially all of the property of, any Person that, upon the consummation thereof, will be owned directly or indirectly by a Borrower or one or more of the other Loan Parties (including as a result of a merger or consolidation with another Loan Party); provided that, with respect to each purchase or other acquisition made pursuant to this Section 6.16(g):

(i) the Loan Parties shall comply with the requirements of Section 6.11, to the extent applicable;

(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrowers and their Subsidiaries in the ordinary course or otherwise comprising a “clean energy” business, including, without limitation, pipeline, transmission, nuclear, oil and gas, shale gas, clean coal and regulated utilities in the clean energy sector;

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(iii) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and OpCo and US Holdings shall be in Pro Forma Compliance with all of the covenants set forth in Section 6.13, such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c), and OpCo shall deliver to the Agent a certificate of its chief executive officer, chief financial officer, treasurer or controller demonstrating such compliance calculations for this clause (iii) in reasonable detail; and

(iv) the Borrowers shall have delivered to the Agent and each Lender, solely with respect to the consummation of any Acquisition for an amount of US$50,000,000 or more, at least one (1) Business Day prior to the date on which any such Acquisition is to be consummated (provided that if no Borrowing will be made in connection with such Acquisition, the Borrowers shall deliver to the Agent and each Lender the following certificate no later than thirty (30) days following the closing date of such Acquisition), a certificate of a Responsible Officer certifying that all of the requirements set forth in this clause (g) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(h) to the extent (if any) constituting an Investment, Swap Contracts permitted by Section 6.14;

(i) to the extent constituting an Investment, Investments made in NEER ROFO Assets (as defined in the RoFo Agreement); provided that, with respect to each Investment made pursuant to this Section 6.16(i):

     (i) the Loan Parties shall comply with the requirements of Section 6.11, to the extent applicable;

     (ii) (A) immediately before and immediately after giving Pro Forma Effect to any such Investment, no Default shall have occurred and be continuing and OpCo and US Holdings shall be in Pro Forma Compliance with all of the covenants set forth in Section 6.13, such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c), and the Borrower shall deliver to the Agent a certificate of its chief executive officer, chief financial officer, treasurer or controller demonstrating such compliance calculations in reasonable detail; and

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     (iii) the Borrowers shall have delivered to the Agent and each Lender, at least one (1) Business Day prior to the date on which any such Investment is to be consummated (provided that if no Borrowing will be made in connection with such Acquisition, the Borrowers shall deliver to the Agent and each Lender the following certificate no later than thirty (30) days following the closing date of such Acquisition), a certificate of a Responsible Officer certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such Investment; and

(j) so long as no Default has occurred and is continuing or would result from such Investment, any other Investments (other than Investments described in clauses (a) through (i) above) made since the Agreement Effective Date in an amount not to exceed the greater of (i) US$150,000,000 and (ii) 2.00% of Total Assets (which shall be measured as of the date such Investment is made and shall take into account any Investment previously or concurrently made pursuant to this clause (j) and then held as of such date) in the aggregate,

provided that, in each case, none of the Loan Parties shall create or acquire any Subsidiary that is not a Project Company.

Section 2.8. Subsection (f) of Section 6.18 of the Agreement is hereby amended in its entirety to read as follows:

(f) Dispositions by a Loan Party not otherwise permitted under this Section 6.18; provided that, (i) no Default has occurred and is continuing at the time of and immediately after giving effect to such Disposition and (ii) only if the relevant Disposition is in excess of US$10,000,000, after giving Pro Forma Effect to such Disposition, OpCo and US Holdings shall be in Pro Forma Compliance with all of the covenants set forth in Section 6.13, such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a),(b) or (c) and providedfurther that after giving effect to any such Disposition of less than 100% of the Equity Interests of any Project Company, the applicable Borrower shall retain Control of such Project Company;

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Section 2.9. Section 6.18 of the Agreement is hereby further amended to delete the word “and” at the end of subsection (g), to insert the word “and” at the end of subsection (h) and inserting a new subsection (i) to read in its entirety as follows:

(i) Dispositions by the Borrowers, or either of them, of indebtedness of OpCo held by such Borrower (including the instruments evidencing such indebtedness), in each case, in satisfaction and discharge of such indebtedness or so much thereof as is equal to the amount thereof so distributed to OpCo;

Section 2.10. Subsections (d), (f), (g) and (h) of Section 6.19 of the Agreement are hereby amended in their entirety to read as follows:

(d) OpCo may declare and pay distributions in cash or Cash Equivalents to NEE Partners in an amount necessary to permit NEE Partners to pay reasonable and customary organization and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, umbrella insurance costs, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business);

* * * * *

(f) so long as no Default has occurred and is continuing or would result from such Restricted Payment, OpCo may declare and pay distributions in cash or Cash Equivalents; provided that immediately after giving pro forma effect to such distribution, OpCo and US Holdings shall be in compliance with all of the covenants set forth in Section 6.13;

(g) OpCo may declare and pay distributions in cash or Cash Equivalents to NEE Partners up to the amount necessary to permit NEE Partners to pay franchise fees or similar taxes and fees required to maintain its existence;

(h) to the extent constituting a Restricted Payment, the Loan Parties may make payments of Fees as required pursuant to the Cash Sweep and Credit Support Agreement and the Management Services Agreement;

Section 2.11. Section 6.19 of the Agreement is hereby further amended to delete the word “and” at the end of subsection (i), to insert the word “and” at the end of subsection (j) and inserting a new subsection (k) to read in its entirety as follows:

(k) Distributions to the extent permitted in Section 6.18(i);

Section 2.12. Section 6.22 of the Agreement is hereby amended to read in its entirety as follows:

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Section 6.22. Burdensome Agreements. No Loan Party will enter into or permit to exist any contractual obligation (other than this Agreement or any other Loan Document or, so long as any such obligations in respect of Restricted Payments or Liens as may be included in any Additional Senior Debt Agreement are no more restrictive than the similar obligations contained herein, any such Additional Senior Debt Agreement) that (a) limits the ability (i) of any other Loan Party to make Restricted Payments to OpCo or to otherwise transfer property to or invest in OpCo, except for any agreement in effect on the date hereof and set forth on Schedule 6.22 or (ii) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations.

Section 2.13. Section 6.27 of the Agreement is hereby amended to read in its entirety as follows:

Section 6.27. Prepayments, Etc. of Indebtedness. No Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Funded Debt (other than Funded Debt permitted pursuant to the provisions of Section 6.14(e)(iii)), junior Lien Funded Debt or any Funded Debt which is contractually subordinated to the Obligations, except (a) regularly scheduled payments of principal and interest in respect of such Funded Debt in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Funded Debt was issued or incurred or any subordination agreement in respect of such Funded Debt (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Funded Debt), (b) prepayments and repayments of such Funded Debt made from cash of OpCo that at such time would be permitted to be distributed to NEE Partners pursuant to Section 6.19(f), (c) prepayments and repayments of such Funded Debt made with the proceeds of Permitted Refinancing Indebtedness in respect thereof, (d) payments of amounts due and payable under Swap Contracts or under the Cash Sweep and Credit Support Agreement and (e) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) US$25,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)).

Section 2.14. Subsection (b) of Section 8.01 of the Agreement is hereby amended in its entirety to read as follows:

(b) Either Borrower shall fail to pay any interest on any Loan, any fees or other sums due hereunder or under any of the other Loan Documents, for a period of five (5) Business Days following the date when the same become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; or

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Section 2.15. The last two paragraphs of Section 8.01 of the Agreement are hereby amended in their entirety to read as follows:

Notwithstanding anything to the contrary contained in this Article 8, in the event that OpCo or US Holdings fails to comply with the requirements of Section 6.13, until the expiration of the tenth (10^th) day subsequent to the date the certificate calculating such compliance is required to be delivered pursuant to Section 6.04(b) or (c) (the period from such failure to comply to such tenth (10^th) day, the “Cure Period”), OpCo or US Holdings shall have the right to receive cash contributions to the capital of OpCo or US Holdings, as applicable (collectively, the “Cure Right”), and upon the receipt by OpCo or US Holdings, as applicable, of such cash (the “Cure Amount”) pursuant to the exercise by OpCo or US Holdings of such Cure Right compliance with the covenants set forth in Section 6.13 shall be recalculated giving effect to the following pro forma adjustments:

(i) Adjusted Covenant Cash Flow of OpCo or US Holdings, as applicable, shall be increased, solely for the purpose of measuring compliance with Section 6.13 by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing recalculations, OpCo or US Holdings, as applicable, shall then be in compliance with the requirements of Section 6.13, OpCo or US Holdings, as applicable, shall be deemed to have satisfied the requirements of Section 6.13 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.13 that had occurred shall be deemed cured for the purposes of this Agreement.

Notwithstanding anything herein to the contrary, (a) in each Measurement Period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.13 as of the relevant date of determination and (c) for the initial Measurement Period with respect to which such equity cure was made, the increase in Adjusted Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Cure Right shall be disregarded for purposes of determining the availability or amount of any covenant baskets and, for the purposes of determining compliance with any covenants that require pro forma compliance with Section 6.13, shall not result in any pro forma increase in cash or debt reduction except to the extent such proceeds are actually applied to prepay indebtedness. For the avoidance of doubt, the increase in Adjusted Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Cure Right shall not be disregarded in any period subsequent to the initial Measurement Period, for any of the purposes described in clause (c).

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Section 2.16. Section 9.01 of the Agreement is hereby amended in its entirety to read as follows:

Section 9.01. Guaranty. Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations (other than Third-Party Provided Funded Debt of Canadian Holdings), whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each other Loan Party to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof). The Agents’ books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Section 2.17. Section 10.10 of the Agreement is hereby amended to replace the words “Secured Obligations” in the third full paragraph thereof with the word “Obligations”.

Section 2.18. Section 10.11 of the Agreement is hereby amended in its entirety to read as follows:

Section 10.11. Collateral and Guaranty Matters. Without limiting the provisions of Section 10.10, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Banks irrevocably authorize the Agent, at its option and in its discretion,

(a)to release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agent and the applicable Issuing Bank shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes Excluded Property (as such term is defined in the U.S. Security Agreement or the Canadian Security Agreement, as the case may be), (iv) that constitutes a Lien permitted in Section 6.15(iii), or (v) if approved, authorized or ratified in writing in accordance with Section 11.01;

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(b)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and

Upon request by the Agent at any time, the Majority Lenders will confirm in writing the Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.11; provided that, in the case of any request of any of the Loan Parties that the Agent release its interests on any property contemplated in clause (a)(iv) of this Section 10.11 above and in Section 6.15(iii), each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Banks irrevocably authorize and direct the Agent to provide such release without any further consent or direction on the part of any Person.

In each case as specified in this Section 10.11, the Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.11.

The Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 2.19. Section 11.01 of Agreement is hereby amended to add the following sentence to the end thereof:

Any amendment, waiver or consent of the Intercreditor Agreement shall only be effected in accordance with Section 7.3 of the Intercreditor Agreement.

Section 2.20. The Agreement is hereby amended to add a new Exhibit J to read in its entirety as Exhibit J attached hereto.

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Section 2.21. The Agreement is hereby amended to add a new Annex I to read in its entirety as Annex I attached hereto.

Section 2.22. The Lenders hereby authorize the Collateral Agent to execute and deliver the Intercreditor Agreement on their behalf and acknowledge and agree to the terms thereof.

Section 3.Amendment of Security Documents:

Section 3.1. Composite Amendment.

(a)All references to the "Collateral Agent" in each of the Security Documents shall mean “Bank of America, N.A., as Collateral Agent for the Secured Parties (as defined in the Credit Agreement, as amended by this Amendment) (together with any successors and assigns).

(b)All references to the "Secured Parties" in each of the Security Documents shall mean the Secured Parties (as defined in the Credit Agreement, as amended by this Amendment) (together with any successors and assigns).

(c)Each of the Loan Parties hereby ratifies and confirms each of its respective obligations and indebtedness under each of the Security Documents, as hereby amended.

Section 3.2. Specific Amendment to Security Agreement.

(a)The Security Agreement is hereby amended to secure, in addition to the obligations presently secured thereby, the full and timely payment and performance by the Borrowers of all of the outstanding “Obligations” (as defined in the Credit Agreement as amended by this Amendment) (other than Third-Party Provided Funded Debt of Canadian Holdings).

(b)Section 2 of the Security Agreement is hereby amended to read in its entirety as follows:

Section 2. Security for Obligations. This Agreement secures, in the case of each Grantor, the payment of any and all of the Obligations (other than Third-Party Provided Funded Debt of Canadian Holdings) of the Borrowers to the Secured Parties whether arising under the Credit Agreement, under any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement or any Additional Senior Debt Agreements (as defined in the Intercreditor Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorney’s fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (all such Obligations (other than Third-Party Provided Funded Debt of Canadian Holdings) being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Document or any of the Additional Senior Debt Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.

21

(c)A new Section 25 is added to read as follows:

Section 25.Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Agent pursuant to this Agreement, the exercise of any right or remedy by the Agent hereunder and the obligations of the Grantors hereunder, in each case, with respect to the Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement with respect to the Collateral, the terms of the Intercreditor Agreement shall govern and control.

Section 3.3. Specific Amendment to Canadian Security Agreement.

(a)The second “WHEREAS” clause of the Canadian Security Agreement is hereby amended to read in its entirety as follows:

AND WHEREAS to secure the payment and performance of all of the Obligations of the Obligor under the Credit Agreement, the Loan Documents and the Additional Senior Debt Agreements (as defined in the Intercreditor Agreement) to which it is a party (the “Obligor Obligations”), the Obligor has agreed to execute this Agreement in favour of the Agent for the benefit of the Secured Parties;

(b)A new Section 5.20 is added to read as follows:

Section 5.20. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Agent pursuant to this Agreement, the exercise of any right or remedy by the Agent hereunder and the obligations of the Grantor hereunder, in each case, with respect to the Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement with respect to the Collateral, the terms of the Intercreditor Agreement shall govern and control.

Section 4.Representations. Each of the Borrowers and the Guarantor hereby represent and warrant to the Lenders as follows:

(a)each of them has full right, power and authority to make, deliver and perform this Amendment;

(b) each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Amendment are true in all material respects, with the same effect as if made at and as of the date hereof (except to the extent that such representations and warranties relate expressly to an earlier date); and

22

(c)after giving effect to the provisions of this Amendment, no Default or Event of Default will have occurred and be continuing.

Section 5.Amendment Effective Date. Upon the execution of this Amendment by the Borrowers, the Guarantor and the Lenders, this Amendment shall be deemed to be effective and the Agreement and each of the Security Documents shall be amended, all as set forth above, and all as of the date hereof.

Section 6. Effect on Original Terms. The Borrowers, the Guarantor and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, all terms of the Agreement and each of the Security Documents shall remain unmodified and shall continue in full force and effect from and as of the Amendment Effective Date. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

Section 7.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the principles of conflicts of laws thereunder (other than §5-1401 of the New York General Obligations Law).

Section 8.Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS TO ENTER INTO THIS AMENDMENT.

Section 9.Miscellaneous. This Amendment shall be binding upon and inure to the benefit of each of the Borrowers, the Guarantor, the Lenders and the Agents and their respective successors and permitted assigns. This Amendment may be executed in any number of counterparts, with each counterpart constituting an original, but altogether constituting but one and the same instrument.

Section 10.Severability. In the event that any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment, but this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

23

*                        *                        *

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

24

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a sealed instrument as of the date first set forth above.

NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor
By:	NEXTERA ENERGY OPERATING PARTNERS GP, LLC, its General Partner
By:	PAUL CUTLER
	Paul I. Cutler Treasurer

STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY OPERATING PARTNERS GP, LLC, as General Partner of NEXTERA ENERGY OPERATING PARTNERS, LP, that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 21st day of April, 2015.

RUDY D. GREEN

Notary Public

My Commission Expires:

RUDY D. GREEN

Notary Public, State of New York

No.: 02GR4962723

Qualified in New York County

Commission Expires February 26, 2018

[NEOP Revolver- Second Amendment - Signature Page- Second Amendment- NEOP]

25

NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, as Borrower
By:	PAUL CUTLER
	Paul I. Cutler Treasurer

STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 21st day of April, 2015.

RUDY D. GREEN

Notary Public

My Commission Expires:

RUDY D. GREEN

Notary Public, State of New York

No.: 02GR4962723

Qualified in New York County

Commission Expires February 26, 2018

[NEOP Revolver - Second Amendment- Signature Page- Second Amendment- Canada Holdings]

26

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower
By:	PAUL CUTLER
	Paul I. Cutler Treasurer

STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 21st day of April, 2015.

RUDY D. GREEN

Notary Public

My Commission Expires:

RUDY D. GREEN

Notary Public, State of New York

No.: 02GR4962723

Qualified in New York County

Commission Expires February 26, 2018

[NEOP Revolver - Second Amendment - Signature Page - Second Amendment - US Holdings]

27

BANK OF AMERICA, N.A., as the Agent
By:	ANTHONY W. KELL
Name:	Anthony W. Kell
Title:	Vice President

STATE OF TEXAS	)
	)	ss.
COUNTY OF DALLAS	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Anthony W. Kell, to me known and known to me, who, being by me first duly sworn, declared that he is a Vice President of BANK OF AMERICA, N.A., that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Dallas, Texas, this 28th day of day of April, 2015.

DEWAYNE D. ROSSE

Notary Public

My Commission Expires: 04/30/2018

DEWAYNE D. ROSSE

Notary Public

STATE OF TEXAS

My Comm. Exp. 04-30-18

28

BANK OF AMERICA, N.A. (CANADA BRANCH), as the Canadian Agent
By:	MEDINA SALES de ANDRADE
Name:	Medina Sales de Andrade
Title:	Vice President

STATE OF ONTARIO	)
	)	ss.
COUNTY OF YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Medina Sales de Andrade, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of BANK OF AMERICA, N.A. (CANADA BRANCH), that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Toronto, this 28th day of day of April, 2015.

MARK DICKERSON

Notary Public

My Commission Expires: N/A

29

BANK OF AMERICA, N.A., as Lender and Issuing Bank
By:	PATRICK ENGEL
Name:	Patrick Engel
Title:	Director

STATE OF North Carolina	)
	)	ss.
COUNTY OF Mecklenburg	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Patrick Engel, to me known and known to me, who, being by me first duly sworn, declared that he is a Director of BANK OF AMERICA, N.A., that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Bank of America, this 28 day of day of April, 2015.

KATHLEEN MARIE ISELY

Notary Public

My Commission Expires: June 29, 2015

30

BANK OF AMERICA, N.A. (CANADA BRANCH), as Lender
By:	MEDINA SALES de ANDRADE
Name:	Medina Sales de Andrade
Title:	Vice President

STATE OF ONTARIO	)
	)	ss.
COUNTY OF YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Medina Sales de Andrade, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of BANK OF AMERICA, N.A. (CANADA BRANCH), that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Toronto, this 28th day of day of April, 2015.

MARK DICKERSON

Notary Public

My Commission Expires: N/A

31

GOLDMAN SACHS BANK USA, as Lender
By:	JAMIE MINIERI
Name:	Jamie Minieri
Title:	Authorized Signatory

STATE OF NY	)
	)	ss.
COUNTY OF NY	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Jamie Minieri, to me known and known to me, who, being by me first duly sworn, declared that he/she is a signatory of GOLDMAN SACHS BANK USA, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 28th day of day of April, 2015.

ALLISON GUERRA

Notary Public

My Commission Expires:

ALLISON GUERRA

Notary Public, State of New York

No. 01GU6133148

Qualified in Kings County

Certificate Filed in New York County

Commission Expires September 12, 2017

32

MORGAN STANLEY BANK, N.A., as Lender
By:	CHRISTOPHER WINTHROP
Name:	Christopher Winthrop
Title:	Authorized Signatory

STATE OF New York	)
	)	ss.
COUNTY OF New York	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Christopher Winthrop, to me known and known to me, who, being by me first duly sworn, declared that he/she is an Authorized Signatory of MORGAN STANLEY BANK, N.A., that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 28 day of April, 2015.

LOUISE RUSSO CHIN

Notary Public

My Commission Expires: 2/13/2018

LOUISE RUSSO CHIN

NOTARY PUBLIC-STATE OF NEW YORK

No. 01RU6140932

Qualified in Queens County

My Commission Expires February 13, 2018

33

BARCLAYS BANK PLC, as Lender
By:	MAY HUANG
Name:	May Huang
Title:	Assistant Vice President

STATE OF New York	)
	)	ss.
COUNTY OF New York	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, May Huang, to me known and known to me, who, being by me first duly sworn, declared that he/she is an AVP of BARCLAYS BANK PLC, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Barclays Bank PLC, this 28th day of day of April, 2015.

DANA MICHELE PRUSSIAN

Notary Public

My Commission Expires: 8/11/2018

DANA MICHELE PRUSSIAN

Notary Public, State of New York

No. 01PR6309428

Qualified in New York County

Commission Expires August 11, 2018

34

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender
By:	CHRISTOPHER DAY          REMY RIESTER
Name:	Christopher Day                    Remy Riester
Title:	Authorized Signatory            Authorized Signatory

STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Christopher Day & Remy Riester, to me known and known to me, who, being by me first duly sworn, declared that he/she is an Authorized Signatory of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 28th day of day of April, 2015.

MARJORIE E. BULL

Notary Public

My Commission Expires: February 20, 2019

MARJORIE E. BULL

Notary Public, State of New York

No. 01BU6055282

Qualified in New York County

Commission Expires February 20, 2019

35

KEY BANK NATIONAL ASSOCIATION, as Lender
By:	SUKANYA V. RAJ
Name:	Sukanya V. Raj
Title:	Senior Vice President

STATE OF OHIO	)
	)	ss.
COUNTY OF Cuyahoga	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Sukanya Raj, to me known and known to me, who, being by me first duly sworn, declared that he/she is a SVP of KEY BANK NATIONAL ASSOCIATION, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Ohio, this 28 day of day of April, 2015.

PARIS A. WHITE

Notary Public

My Commission Expires:

PARIS A. WHITE

Notary Public, State of Ohio

My Commission Expires

July 31, 2016

36

ROYAL BANK OF CANADA, as Lender
By:	FRANK LAMBRINOS
Name:	Frank Lambrinos
Title:	Authorized Signatory

STATE OF New York	)
	)	ss.
COUNTY OF New York	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Frank Lambrinos, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Authorized Signatory of ROYAL BANK OF CANADA, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 27 day of day of April, 2015.

KAREN MARKMAN

Notary Public

My Commission Expires:

KAREN MARKMAN

Notary Public, State of New York

No. 01MA6320771

Qualified in Kings County

Commission Expires March 9, 2019

37

UBS AG, Stamford Branch, as Lender
By:	KENNETH CHIN
Name:	Kenneth Chin
Title:	Director

By:	HOUSSEM DALY
Name:	Houssem Daly
Title:	Associate Director

STATE OF Connecticut	)
	)	ss.	City of Stamford
COUNTY OF Fairfield	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Kenneth Chin and Houssem Daly, to me known and known to me, who, being by me first duly sworn, declared that they are the Director and Associate Director, respectively, of UBS AG, Stamford Branch, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Stamford, CT, this 28th day of day of April, 2015.

MARGARET HECKLER

Notary Public

Margaret Heckler

My Commission Expires: 7/31/2016

38

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
By:	BOBBY AUSMAN
Name:	Bobby Ausman
Title:	Vice President

STATE OF Colorado	)
	)	ss.
COUNTY OF Denver	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Bobby Ausman, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of WELLS FARGO BANK, NATIONAL ASSOCIATION, that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Denver, this 28 day of day of April, 2015.

CAYLA JABLONSKI

Notary Public

My Commission Expires: Aug 1, 2018

CAYLA JABLONSKI

Notary Public

State of Colorado

Notary ID 20144030193

My Commission Expires Aug 1, 2018

39

EXHIBIT J

Form of Intercreditor Agreement

1

ANNEX I

The following is intended to reflect the calculation of the financial covenants contained in Section 6.13 of the Credit Agreement, where, during a Measurement Period assets are acquired by one of the Borrowers. The following example is for illustration purposes only and is not intended to reflect any projection or guarantee by the Loan Parties of any particular result.

1

EX-12

Exhibit 12

NEXTERA ENERGY PARTNERS, LP

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED UNIT DISTRIBUTIONS^(a) 

	Six Months Ended June 30, 2015
	(millions of dollars)
Earnings, as defined:
Net income	$	30
Income taxes	8
Fixed charges included in the determination of net income, as below	53
Amortization of capitalized interest	1
Distributed income of equity method investees	—
Less:  Equity in earnings of equity method investees	(1		)
Total earnings, as defined	$	93
Fixed charges, as defined:
Interest expense	$	51
Rental interest factor	2
Fixed charges included in the determination of net income	53
Capitalized interest	—
Total fixed charges, as defined	$	53
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred unit distributions(a)	1.75

————————————

(a) NextEra Energy Partners, LP has no preference equity securities outstanding; therefore, the ratio of earnings to fixed charges is the same as the ratio of earnings to combined fixed charges and preferred unit distributions.

EX-31.(A)

Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification

I, James L. Robo, certify that:

1. I have reviewed this Form 10-Q for the quarterly period ended June 30, 2015 of NextEra Energy Partners, LP (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2015

JAMES L. ROBO

James L. Robo

Chairman and Chief Executive Officer

of NextEra Energy Partners GP, Inc.

EX-31.(B)

Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification

I, Moray P. Dewhurst, certify that:

1. I have reviewed this Form 10-Q for the quarterly period ended June 30, 2015 of NextEra Energy Partners, LP (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2015

MORAY P. DEWHURST

Moray P. Dewhurst

Chief Financial Officer

of NextEra Energy Partners GP, Inc.

EX-32

Exhibit 32

Section 1350 Certification

We, James L. Robo and Moray P. Dewhurst, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report on Form 10-Q of NextEra Energy Partners, LP (the registrant) for the quarterly period ended June 30, 2015 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Dated: August 3, 2015

JAMES L. ROBO

James L. Robo

Chairman and Chief Executive Officer

of NextEra Energy Partners GP, Inc.

MORAY P. DEWHURST

Moray P. Dewhurst

Chief Financial Officer

of NextEra Energy Partners GP, Inc.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

XML

Commitments and Contingencies - Letters of Credit (Details) - Genesis [Member] - Standby Letters of Credit [Member] $ in Millions	Jun. 30, 2015 USD ($)
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity	$ 83
Credit facility, amount outstanding	78
PPA Security [Member]
Line of Credit Facility [Line Items]
Credit facility, amount outstanding	25
Large Generator Interconnection Agreement [Member]
Line of Credit Facility [Line Items]
Credit facility, amount outstanding	8
Operations & Maintenance Reserve [Member]
Line of Credit Facility [Line Items]
Credit facility, amount outstanding	10
Debt service reserve [Member]
Line of Credit Facility [Line Items]
Credit facility, amount outstanding	$ 35

XML

Derivative Instruments and Hedging Activity - Fair Value of Derivative Instruments Included in Balance Sheets (Details) - Cash Flow Hedges [Member] - Designated as Hedging Instrument [Member] - Interest Rate Swap [Member] - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Other Noncurrent Assets [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	$ 8	$ 5
Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	3	3
Fair value of derivative instruments, liabilities	4	3
Other Noncurrent Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, liabilities	$ 7	$ 8

XML

Summary of Significant Accounting and Reporting Policies (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended			6 Months Ended
		Aug. 03, 2015	May. 12, 2015	Jun. 30, 2015	Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014		May. 13, 2015	Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Restricted cash				$ 23			$ 23				$ 82	[1]
Restricted cash, noncurrent				3			3				3
Common units sold in private placement			2,594,948
Common units sold in private placement, value			$ 109
Property, plant and equipment, net				3,199			3,199				3,276	[1]
Deferral related to differential membership interests - VIEs				418			418				428	[1]
Understatement of other comprehensive loss				11	$ (2)	[2]	(5)	$ (14)	[2]
Overstatement of deferred tax assets				154			154				144	[1]
Overstatement of deferred tax liabilities				59			59				75	[1]
Understatement of equity				804			804				1,280	[1]
CITC Proceeds Received by Genesis Due to NEECH [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Restricted cash	[1]										22
Variable Interest Entity [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Restricted cash				13			13				55	[1]
Property, plant and equipment, net				713			713				722	[1]
Palo Duro [Member] | Variable Interest Entity [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net				760			760				812
Deferral related to differential membership interests - VIEs				$ 460			$ 460				$ 555
NEP OpCo [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Noncontrolling interest, percent ownership			22.20%	20.10%			20.10%			22.20%
Subsequent Event [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Distribution to unitholders declared (per share)		$ 0.2350
Restatement Adjustment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Understatement of other comprehensive loss					3			4
Overstatement of deferred tax assets					3			3
Overstatement of deferred tax liabilities					4			4
Understatement of equity					$ 5			$ 5
Private Placement [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Price per share of common unit sold in private placement			$ 41.87
Stock Issuance Costs			$ 3

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[2] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Due from related parties	$ 38,000,000		$ 38,000,000		$ 219,000,000	[1]
Due to related party, noncurrent	16,000,000		16,000,000		19,000,000	[1]
Subsidiaries of NEER [Member] | Operations, Maintenance,and Administrative Services [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party	2,000,000	$ 1,000,000	3,000,000	$ 2,000,000
Subsidiaries of NEER [Member] | Operations, Maintenance,and Administrative Services, as well as Payroll and Other Payments [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party			17,000,000		13,000,000
NextEra Energy, Inc. [Member] | Management Services Agreement [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party	1,000,000	0	2,000,000	0
NEER [Member]
Related Party Transaction [Line Items]
Due to related party, noncurrent	16,000,000		16,000,000		16,000,000
NEER [Member] | Cash Sweep and Credit Support Agreement [Member]
Related Party Transaction [Line Items]
Interest expense	1,000,000	$ 0	2,000,000	$ 0
Due from related parties	38,000,000		38,000,000		218,000,000
Palo Duro [Member]
Related Party Transaction [Line Items]
Related note receivable, noncurrent	$ 16,000,000		16,000,000
NEER or NEER Subsidiaries [Member] | Operations, Maintenance,and Administrative Services [Member]
Related Party Transaction [Line Items]
Due to related party, noncurrent					$ 2,000,000
NEP OpCo [Member] | NextEra Energy, Inc. [Member] | Management Services Agreement [Member]
Related Party Transaction [Line Items]
Management fee, percent of EBITDA	1.00%
Annual management fee	$ 4,000,000
Annual management fee, quarterly installments	1,000,000
Management fee, additional payment threshold, minimum EBITDA	4,000,000
NextEra Energy Capital Holdings [Member] | Guarantees and Letters of Credit [Member]
Related Party Transaction [Line Items]
Total amount of letters of credit	602,000,000		602,000,000
NEER [Member] | Guarantees [Member]
Related Party Transaction [Line Items]
Related party obligations	$ 53,000,000		53,000,000
NEER [Member] | Engineering, Procurement, and Construction Contracts [Member]
Related Party Transaction [Line Items]
Related party transaction			$ 24,000,000

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Acquisitions Acquisitions

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

On April 28, 2015, a subsidiary of NEP made an equity investment in three NEER solar projects currently under construction in California (the equity investment). Once completed, the solar projects are expected to have a total generating capacity of 277 MW. Through a series of transactions, a subsidiary of NEP issued 1,000,000 NEP OpCo Class B Units, Series 1 and 1,000,000 NEP OpCo Class B Units, Series 2, to NEER for 50% of the ownership interests in the three solar projects. NEER, as holder of the Class B Units, will retain 100% of the economic rights in the projects to which the respective Class B Units relate, including the right to all distributions paid by the project subsidiaries that own the projects to NEP OpCo. NEER has agreed to indemnify NEP against all risks relating to NEP’s ownership of the projects and construction of the projects until NEER offers to sell economic interests to NEP and NEP accepts such offer, if NEP chooses to do so. NEER has also agreed to continue to manage the construction and operation of the projects at its own cost, and to contribute to the projects any capital necessary for the construction and operation of the projects, until NEER offers to sell economic interests to NEP and NEP accepts such offer.

On May 12, 2015, a subsidiary of NEP completed the acquisition from NEER of (1) Ashtabula Wind III, LLC, a project company that owns an approximately 62 MW wind generating facility located in North Dakota; (2) Baldwin Wind Holdings, LLC, which indirectly owns an approximately 102 MW wind generating facility located in North Dakota; (3) Mammoth Plains Wind Project Holdings, LLC, which indirectly owns Mammoth Plains, an approximately 199 MW wind generating facility located in Oklahoma; and (4) FPL Energy Stateline Holdings, L.L.C., which indirectly owns Stateline, a 300 MW wind generating facility located in Oregon and Washington, for total consideration of approximately $424 million in cash consideration, excluding post-closing working capital and other adjustments, and the assumption of approximately $269 million in existing debt and tax equity financing. The equity investment on April 28, 2015 and the acquisition of wind projects on May 12, 2015 are collectively referred to as the second quarter 2015 acquisitions.

The following is a summary of assets and liabilities transferred in connection with the second quarter 2015 acquisitions and corrections to property, plant and equipment - net related to assets previously acquired under common control and non-current deferred income tax assets (see Note 1 - Noncontrolling Interests).

	Assets Acquired and Liabilities Assumed
	(millions)
Current assets	$	23
Property, plant and equipment - net	678
Non-current assets	61
Total assets	762
Deferral related to differential membership interests - VIE	177
Other current and non-current liabilities	124
Total liabilities	301
Net assets acquired	$	461

The 2015 acquisitions, which includes the second quarter 2015 acquisitions and the acquisitions of Palo Duro and Shafter in the first quarter of 2015, were transfers of assets between entities under common control, which required them to be accounted for as if the transfers occurred since the inception of common control, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying condensed consolidated financial statements have been retrospectively adjusted to include the historical results and financial position of the 2015 acquisitions prior to their respective acquisition dates.

NEP entered into an agreement, effective July 31, 2015, to acquire the membership interests in NET Midstream, a developer, owner and operator of a portfolio of seven long-term contracted natural gas pipeline assets located in Texas.  See Management’s Discussion - Overview.

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Income Taxes - Additional Disclosures (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	May. 13, 2015	May. 12, 2015
Noncontrolling Interest [Line Items]
Effective tax rate	18.00%	21.00%	21.00%	29.00%
NEP OpCo [Member]
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership	20.10%		20.10%		22.20%	22.20%
Noncontrolling interest, percent ownership by noncontrolling owners	79.90%		79.90%		77.80%

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Acquisitions (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Assets:
Current assets	$ 23
Property, plant and equipment - net	678
Non-current assets	61
Total assets	762
Liabilities:
Deferral related to differential membership interests - VIE	177
Other current and non-current liabilities	124
Total liabilities	301
Net assets acquired	$ 461	$ 399

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Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of foreign currency contracts	$ 1
Recurring Basis [Member]
Assets:
Cash equivalents	57	$ 104
Interest rate swaps	5	2
Total assets	62	106
Liabilities:
Interest rate swaps	11	11
Total liabilities	11	11
Recurring Basis [Member] | Level 1 [Member]
Assets:
Cash equivalents	57	104
Interest rate swaps	0	0
Total assets	57	104
Liabilities:
Interest rate swaps	0	0
Total liabilities	0	0
Recurring Basis [Member] | Level 2 [Member]
Assets:
Cash equivalents	0	0
Interest rate swaps	5	2
Total assets	5	2
Liabilities:
Interest rate swaps	11	11
Total liabilities	$ 11	$ 11

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Fair Value Measurements - Carrying Value and Fair Value of Other Financial Instruments (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable	$ 20	$ 20
Long-term debt, including current maturities	1,958	1,933
Level 2 [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable	20	20
Long-term debt, including current maturities	$ 2,001	$ 2,008

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Summary of Significant Accounting and Reporting Policies

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting and Reporting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Restricted Cash - At June 30, 2015 and December 31, 2014, approximately $13 million and $55 million, respectively, of current restricted cash on NEP's condensed consolidated balance sheets represents cash to fund certain construction costs. In addition, at December 31, 2014 approximately $22 million of current restricted cash, also included in due to related parties on NEP's condensed consolidated balance sheets, represents CITC proceeds due to NEECH. The remaining current restricted cash and approximately $3 million of other non-current assets on NEP’s condensed consolidated balance sheets as of both June 30, 2015 and December 31, 2014, are held by subsidiaries to pay for certain capital or operating expenditures as well as to fund required equity contributions pursuant to restrictions contained in the debt agreements. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

Revenue Recognition - In July 2015, the FASB approved the deferral of the effective date of the new accounting standard related to the recognition of revenue from contracts with customers and required disclosures. The standard is now effective for NEP beginning January 1, 2018. NEP is currently evaluating the effect the adoption of this standard will have, if any, on its financial statements.

Noncontrolling Interests - After the completion of NEP's IPO, NEP owned a controlling, non-economic general partnership interest and a 20.1% limited partnership interest in NEP OpCo and NEE Equity owned a noncontrolling 79.9% limited partnership interest in NEP OpCo. NEP's limited partnership interest in NEP OpCo increased to 22.2% on May 12, 2015. See Equity below. The following table reflects the changes in NEP's noncontrolling interest balance for the six months ended June 30, 2015:

	Noncontrolling Interest
	(millions)
Noncontrolling interest at December 31, 2014(a)	$	333
Net assets of the second quarter 2015 acquisitions and carryover basis corrections(b) as of December 31, 2014	399
Balance at December 31, 2014(c)	732
Payment to NEE for the 2015 acquisitions	(716		)
Cash distributions	(30		)
Noncash distributions	(7		)
Noncash contributions(d)	119
Comprehensive income attributable to noncontrolling interest, including pre-acquisition net income of the 2015 acquisitions	21
Noncontrolling interest at June 30, 2015	$	119

____________________

(a) As reported in the 2014 Consolidated Financial Statements.

(b) Carryover basis corrections are adjustments to property, plant and equipment - net, a net increase of approximately $51 million, related to capitalized interest and other carryover basis adjustments to assets previously acquired under common control and a related decrease in non-current deferred income tax assets of $3 million.

(c) Retrospectively adjusted. See Note 2 for a discussion of the 2015 acquisitions.

(d) Primarily construction-related contributions between January 1, 2015 and the respective acquisition dates.

Equity - On May 12, 2015, NEP completed the sale of 2,594,948 common units representing limited partnership interests in NEP in a private placement for an aggregate purchase price of approximately $109 million, or $41.87 per common unit. NEP used the proceeds, net of approximately $3 million in fees and expenses relating to the offering, from this private placement to fund a portion of the purchase price payable in the May 2015 project acquisitions discussed in Note 2. The issuance of additional common units resulted in the increase of NEP's limited partnership interest in NEP OpCo to 22.2%.

On August 3, 2015, NEP declared a distribution of $0.2350 per common unit payable on August 14, 2015 to its unitholders of record on August 11, 2015.

Variable Interest Entities (VIEs) - At June 30, 2015, NEP has two VIEs which it consolidates. Certain investors that hold no equity interest in these VIEs hold differential membership interests, which give them the right to receive a portion of the economic attributes of these wind electric generating facilities, including certain tax attributes. The assets and liabilities of the VIEs, consisting primarily of property, plant and equipment and deferral related to differential membership interests, totaled approximately $760 million and $460 million at June 30, 2015, respectively, and approximately $812 million and $555 million at December 31, 2014, respectively.

At June 30, 2015 and December 31, 2014, the equity investment described in Note 2 totaled approximately $39 million and $14 million, respectively, and is reflected as investments in equity method investees - VIEs on the condensed consolidated balance sheets and is attributable to the noncontrolling interest. All equity in earnings of the equity method investees is allocated to net income attributable to noncontrolling interest. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

Immaterial Restatement - Subsequent to the issuance of NEP's combined financial statements as of June 30, 2014, it was determined that other comprehensive loss for the three and six months ended June 30, 2014 was understated by approximately $3 million and $4 million, respectively, deferred tax assets and deferred tax liabilities were overstated by $3 million and $4 million, respectively, and equity was understated by $5 million as of June 30, 2014. As a result, the prior period in the accompanying condensed consolidated financial statements and the Notes thereto have been corrected to appropriately reflect these balances.

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Derivative Instruments and Hedging Activity - Additional Disclosures (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Interest Rate Swap [Member]
Derivative [Line Items]
Notional amount	$ 338	$ 338	$ 361
Ineffective portion reclassified into earnings	1	1
Net losses included in AOCI expected to be reclassified into interest expense within the next 12 months	7	7
Foreign Currency Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Notional amount	22	22
Losses related to foreign currency contract	$ 1	$ 1

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Condensed Consolidated Statements of Income - USD ($) $ in Thousands, shares in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	[1]	Jun. 30, 2015	Jun. 30, 2014	[1]
Income Statement [Abstract]
OPERATING REVENUES		$ 107,000	$ 99,000		$ 194,000	$ 170,000
OPERATING EXPENSES
Operations and maintenance		23,000	20,000		43,000	35,000
Depreciation and amortization		30,000	23,000		60,000	43,000	[2]
Transmission		1,000	1,000		1,000	1,000
Taxes other than income taxes and other		3,000	1,000		7,000	3,000
Total operating expenses		57,000	45,000		111,000	82,000
OPERATING INCOME		50,000	54,000		83,000	88,000
OTHER INCOME (DEDUCTIONS)
Interest expense		(26,000)	(25,000)		(51,000)	(46,000)
Benefits associated with differential membership interests - net		5,000	0		7,000	0	[2]
Equity in earnings of equity method investees		0	0		(1,000)	0
Other - net		(1,000)	0		0	0
Total other deductions - net		(22,000)	(25,000)		(45,000)	(46,000)
INCOME BEFORE INCOME TAXES		28,000	29,000		38,000	42,000
INCOME TAXES		5,000	6,000		8,000	12,000
NET INCOME		23,000	$ 23,000	[3]	30,000	$ 30,000	[2],[3]
Less net income attributable to noncontrolling interest	[4]	19,000			26,000
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP		$ 4,000			$ 4,000
Weighted average number of common units outstanding - basic and assuming dilution		20.1			19.4
Earnings per common unit attributable to NextEra Energy Partners, LP - basic and assuming dilution		$ 0.16			$ 0.24

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[2] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[3] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[4] The calculation of net income attributable to noncontrolling interest includes the pre-acquisition net income of the 2015 acquisitions. See Note 2.

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014	[1]
Restricted cash	$ 23	$ 82
Property, plant and equipment, net	$ 3,199	$ 3,276
Common units outstanding	21,300,000.0	18,700,000.0
Common units issued	21,300,000.0	18,700,000.0
Variable Interest Entity [Member]
Restricted cash	$ 13	$ 55
Property, plant and equipment, net	$ 713	$ 722

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Debt (Details) - USD ($) $ in Millions	Jul. 31, 2015	Jul. 29, 2015	Jun. 30, 2015
Senior Secured Notes [Member]
Line of Credit Facility [Line Items]
Principal Amount			$ 76
Interest Rate			6.25%
Bank Loan [Member]
Line of Credit Facility [Line Items]
Principal Amount			$ 22
Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility Due 2019 [Member]
Line of Credit Facility [Line Items]
Principal Amount			122
Amount outstanding under line of credit			79
Short-term Term Loan Due 2016 [Member] | Term Loan [Member]
Line of Credit Facility [Line Items]
Principal Amount			313
Short-term Cash Grant Bridge Loan Due 2016 [Member] | Bridge Loan [Member]
Line of Credit Facility [Line Items]
Principal Amount			12
Limited-recourse Term Loan Due 2033 [Member] | Limited Recourse Term Loan [Member]
Line of Credit Facility [Line Items]
Principal Amount			$ 31
Interest Rate			4.52%
Subsequent Event [Member] | Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility Due 2019 [Member]
Line of Credit Facility [Line Items]
Amount outstanding under line of credit	$ 29
Payment on revolving credit facility	$ 50
Subsequent Event [Member] | Limited-Recourse Senior Secured Term Loan Due 2026 [Member] | Limited Recourse Term Loan [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity		$ 81

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Debt (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Significant short-term and long-term debt issuances and borrowings by subsidiaries of NEP during the six months ended June 30, 2015 were as follows:

Date Issued	Debt Issuances/Borrowings	Interest Rate	Principal Amount			Maturity Date
			(millions)
January - February 2015	Senior secured revolving credit facility	Variable(a)	$	122	(b)	2019
May 2015	Short-term term loan	Variable(a)	$	313		2016
June 2015	Short-term cash grant bridge loan	Variable(a)	$	12		2016
June 2015	Limited-recourse term loan	4.52%	$	31		2033

————————————

(a) Variable rate is based on an underlying index plus a margin.

(b) At June 30, 2015, $79 million is outstanding under the revolving credit facility.

In connection with the second quarter 2015 acquisitions, NEP assumed certain long-term debt agreements including the following:

Debt Assumed	Interest Rate	Principal Amount		Maturity Date
		(millions)
Senior secured notes	6.25%	$	76	2031
Bank loan	Variable(a)	$	22	2017

————————————

(a) Variable rate is based on an underlying index plus a margin.

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Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014		Dec. 31, 2014	[2]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance, beginning of period	$ (60)	$ (28)		$ (44)	$ (16)
Other comprehensive income before reclassification	9	(3)		(8)	(16)
Amounts reclassified from AOCI to interest expense	2	1		3	2
Total other comprehensive gain (loss), net of tax	11	(2)	[1]	(5)	(14)	[1]
Balance, end of period	(49)	(30)		(49)	(30)
AOCI attributable to noncontrolling interest	(46)			(46)
AOCI attributable to NextEra Energy Partners	(3)			(3)			$ (3)
Net Unrealized Gains (Losses) on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance, beginning of period	(11)	4		(5)	9
Other comprehensive income before reclassification	9	(7)		2	(13)
Amounts reclassified from AOCI to interest expense	2	1		3	2
Total other comprehensive gain (loss), net of tax	11	(6)		5	(11)
Balance, end of period	0	(2)		0	(2)
AOCI attributable to noncontrolling interest	(2)			(2)
AOCI attributable to NextEra Energy Partners	2			2
Net Unrealized Gains (Losses) on Foreign Currency Translation [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance, beginning of period	(49)	(32)		(39)	(25)
Other comprehensive income before reclassification	0	4		(10)	(3)
Amounts reclassified from AOCI to interest expense	0	0		0	0
Total other comprehensive gain (loss), net of tax	0	4		(10)	(3)
Balance, end of period	(49)	$ (28)		(49)	$ (28)
AOCI attributable to noncontrolling interest	(44)			(44)
AOCI attributable to NextEra Energy Partners	$ (5)			$ (5)

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[2] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Minimum rental commitments under land use agreements

The total minimum non-cancelable rental commitments at June 30, 2015 under these land use agreements are as follows:

	Land Use Commitments
	(millions)
Remainder of 2015	$	4
2016	6
2017	6
2018	7
2019	7
2020	7
Thereafter	178
Total minimum land use payments	$	215

Schedule of the purpose and amounts of contemplated letters of credit

The purpose and amounts of letters of credit outstanding as of June 30, 2015 are as follows:

LOC Facility Purpose	Amount		Outstanding Dates
	(millions)
PPA security	$	25	September 2011 - Maturity
Large generator interconnection agreement obligations	8		September 2011 - Maturity
O&M reserve	10		December 2013 - Maturity
Debt service reserve	35		August 2014 - Maturity
Total	$	78

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015		Jun. 30, 2014	[3]
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 30		$ 30	[1],[2]
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	60		43	[1]
Amortization of deferred financing costs	3		3
Deferred income taxes	7		11
Benefits associated with differential membership interests - net	(7)		0	[1]
Other - net	2		0
Changes in operating assets and liabilities:
Accounts receivable	(9)		(17)
Prepaid expenses and other current assets	0		(2)
Other non-current assets	(3)		0
Accounts payable and accrued expenses	(3)		0
Due to related parties	(1)		13
Other current liabilities	3		13
Other non-current liabilities	(1)		0
Net cash provided by operating activities	81		94
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(74)		(97)
Proceeds from convertible investment tax credits	0		306
Acquisitions of projects	(716)		0
Changes in restricted cash	59		(344)
Payments from related parties under CSCS agreement - net	174		0
Net cash used in investing activities	(557)		(135)
CASH FLOWS FROM FINANCING ACTIVITIES
Partners/Members' contributions	41		374
Partners/Members' distributions	(37)		(247)
Payments to differential membership investors	(2)		0
Net change in short-term debt	325		0
Repayment of amount due to related party	(22)		0
Issuances of long-term debt	153		15
Deferred financing costs	(2)		0
Retirements of long-term debt	(91)		(22)
Proceeds from issuance of common units, net	106		0
Net cash provided by financing activities	471		120
Effect of exchange rate changes on cash	2		1
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(3)		80
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	103	[4]	32
CASH AND CASH EQUIVALENTS - END OF PERIOD	100		112
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	47		25
Partners/Members' noncash distributions	5		481
Members’ noncash contributions for construction costs and other expenditures	52		133
Members' noncash contributions of other investments	26		0
Change in accrued CITC that results in a reduction to property, plant and equipment, net	13		150
New asset retirement obligation additions	0		1
Change in accrued but not paid for capital expenditures	3		26
Noncash reclassification of distributions to due from related parties	7		0
Noncash member contribution upon transition from predecessor method	$ 3		$ 0

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[2] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[3] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[4] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	[2]	Jun. 30, 2015	Jun. 30, 2014	[2]
Statement of Comprehensive Income [Abstract]
NET INCOME		$ 23	$ 23	[1]	$ 30	$ 30	[1],[3]
Net unrealized gains (losses) on cash flow hedges:
Effective portion of net unrealized gains (losses) (net of income tax benefit (expense) of ($2), less than ($1), less than ($1) and less than $1, respectively)		9	(7)		2	(13)
Reclassification from accumulated other comprehensive loss to net income (net of income tax expense of less than $1 for each of the periods presented)		2	1		3	2
Unrealized gain (losses) on foreign currency translation (net of income tax benefit of less than $1, $0, $1 and $0, respectively)		0	4		(10)	(3)
Total other comprehensive gain (loss), net of tax		11	(2)		(5)	(14)
COMPREHENSIVE INCOME		34	$ 21		25	$ 16
Less comprehensive income attributable to non-controlling interest	[4]	27			21
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP		$ 7			$ 4

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[2] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[3] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

[4] The calculation of comprehensive income attributable to noncontrolling interest includes the pre-acquisition comprehensive income of the 2015 acquisitions. See Note 2.

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Summary of Significant Accounting and Reporting Policies (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Restricted Cash

Restricted Cash - At June 30, 2015 and December 31, 2014, approximately $13 million and $55 million, respectively, of current restricted cash on NEP's condensed consolidated balance sheets represents cash to fund certain construction costs. In addition, at December 31, 2014 approximately $22 million of current restricted cash, also included in due to related parties on NEP's condensed consolidated balance sheets, represents CITC proceeds due to NEECH. The remaining current restricted cash and approximately $3 million of other non-current assets on NEP’s condensed consolidated balance sheets as of both June 30, 2015 and December 31, 2014, are held by subsidiaries to pay for certain capital or operating expenditures as well as to fund required equity contributions pursuant to restrictions contained in the debt agreements. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds

Revenue Recognition

Revenue Recognition - In July 2015, the FASB approved the deferral of the effective date of the new accounting standard related to the recognition of revenue from contracts with customers and required disclosures. The standard is now effective for NEP beginning January 1, 2018. NEP is currently evaluating the effect the adoption of this standard will have, if any, on its financial statements.

Noncontrolling Interests

Noncontrolling Interests - After the completion of NEP's IPO, NEP owned a controlling, non-economic general partnership interest and a 20.1% limited partnership interest in NEP OpCo and NEE Equity owned a noncontrolling 79.9% limited partnership interest in NEP OpCo. NEP's limited partnership interest in NEP OpCo increased to 22.2% on May 12, 2015. See Equity below. The following table reflects the changes in NEP's noncontrolling interest balance for the six months ended June 30, 2015:

	Noncontrolling Interest
	(millions)
Noncontrolling interest at December 31, 2014(a)	$	333
Net assets of the second quarter 2015 acquisitions and carryover basis corrections(b) as of December 31, 2014	399
Balance at December 31, 2014(c)	732
Payment to NEE for the 2015 acquisitions	(716		)
Cash distributions	(30		)
Noncash distributions	(7		)
Noncash contributions(d)	119
Comprehensive income attributable to noncontrolling interest, including pre-acquisition net income of the 2015 acquisitions	21
Noncontrolling interest at June 30, 2015	$	119

____________________

(a) As reported in the 2014 Consolidated Financial Statements.

(b) Carryover basis corrections are adjustments to property, plant and equipment - net, a net increase of approximately $51 million, related to capitalized interest and other carryover basis adjustments to assets previously acquired under common control and a related decrease in non-current deferred income tax assets of $3 million.

(c) Retrospectively adjusted. See Note 2 for a discussion of the 2015 acquisitions.

(d) Primarily construction-related contributions between January 1, 2015 and the respective acquisition dates.

Equity

Equity - On May 12, 2015, NEP completed the sale of 2,594,948 common units representing limited partnership interests in NEP in a private placement for an aggregate purchase price of approximately $109 million, or $41.87 per common unit. NEP used the proceeds, net of approximately $3 million in fees and expenses relating to the offering, from this private placement to fund a portion of the purchase price payable in the May 2015 project acquisitions discussed in Note 2. The issuance of additional common units resulted in the increase of NEP's limited partnership interest in NEP OpCo to 22.2%.

On August 3, 2015, NEP declared a distribution of $0.2350 per common unit payable on August 14, 2015 to its unitholders of record on August 11, 2015.

Variable Interest Entities (VIEs)

Variable Interest Entities (VIEs) - At June 30, 2015, NEP has two VIEs which it consolidates. Certain investors that hold no equity interest in these VIEs hold differential membership interests, which give them the right to receive a portion of the economic attributes of these wind electric generating facilities, including certain tax attributes. The assets and liabilities of the VIEs, consisting primarily of property, plant and equipment and deferral related to differential membership interests, totaled approximately $760 million and $460 million at June 30, 2015, respectively, and approximately $812 million and $555 million at December 31, 2014, respectively.

At June 30, 2015 and December 31, 2014, the equity investment described in Note 2 totaled approximately $39 million and $14 million, respectively, and is reflected as investments in equity method investees - VIEs on the condensed consolidated balance sheets and is attributable to the noncontrolling interest. All equity in earnings of the equity method investees is allocated to net income attributable to noncontrolling interest. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

Immaterial Restatement

Immaterial Restatement - Subsequent to the issuance of NEP's combined financial statements as of June 30, 2014, it was determined that other comprehensive loss for the three and six months ended June 30, 2014 was understated by approximately $3 million and $4 million, respectively, deferred tax assets and deferred tax liabilities were overstated by $3 million and $4 million, respectively, and equity was understated by $5 million as of June 30, 2014. As a result, the prior period in the accompanying condensed consolidated financial statements and the Notes thereto have been corrected to appropriately reflect these balances.

Hedge Effectiveness

In order to apply hedge accounting, the transactions must be designated as hedges and must be highly effective in offsetting the hedged risk. For interest rate swaps, generally NEP assesses a hedging instrument’s effectiveness by using non-statistical methods including dollar value comparisons of the change in the fair value of the derivative to the change in the fair value or cash flows of the hedged item. Hedge effectiveness is tested at the inception of the hedge and on at least a quarterly basis throughout the hedge’s life. The effective portion of changes in the fair value of derivatives accounted for as cash flow hedges are deferred and recorded as a component of accumulated other comprehensive income (loss) (AOCI). The amounts deferred in AOCI are recognized in earnings in the period(s) during which the transaction being hedged affects earnings. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss, is reported in current earnings.

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Document and Entity Information - Jun. 30, 2015 - shares	Total
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Registrant Name	NEXTERA ENERGY PARTNERS, LP
Entity Central Index Key	0001603145
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	21,292,838

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Summary of Significant Accounting and Reporting Policies (Tables)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Changes in noncontrolling interest balance

The following table reflects the changes in NEP's noncontrolling interest balance for the six months ended June 30, 2015:

	Noncontrolling Interest
	(millions)
Noncontrolling interest at December 31, 2014(a)	$	333
Net assets of the second quarter 2015 acquisitions and carryover basis corrections(b) as of December 31, 2014	399
Balance at December 31, 2014(c)	732
Payment to NEE for the 2015 acquisitions	(716		)
Cash distributions	(30		)
Noncash distributions	(7		)
Noncash contributions(d)	119
Comprehensive income attributable to noncontrolling interest, including pre-acquisition net income of the 2015 acquisitions	21
Noncontrolling interest at June 30, 2015	$	119

____________________

(a) As reported in the 2014 Consolidated Financial Statements.

(b) Carryover basis corrections are adjustments to property, plant and equipment - net, a net increase of approximately $51 million, related to capitalized interest and other carryover basis adjustments to assets previously acquired under common control and a related decrease in non-current deferred income tax assets of $3 million.

(c) Retrospectively adjusted. See Note 2 for a discussion of the 2015 acquisitions.

(d) Primarily construction-related contributions between January 1, 2015 and the respective acquisition dates.

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Condensed Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	[1]	Jun. 30, 2015	Jun. 30, 2014	[1]
Statement of Comprehensive Income [Abstract]
Effective portion of net unrealized gains (losses), tax expense (benefit)	$ 2	$ 1		$ 1	$ (1)
Reclassification from accumulated other comprehensive income to net income, tax expense	1	1		1	1
Unrealized gains (losses) on foreign currency translation, tax benefit	$ 1	$ 0		$ 1	$ 0

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Derivative Instruments and Hedging Activity

6 Months Ended

Jun. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activity

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY

NEP recognizes all derivative instruments, when required to be marked to market, on the balance sheet as either assets or liabilities and measures them at fair value each reporting period. In connection with certain debt financings, NEP entered into interest rate swap agreements to manage interest rate cash flow risk. Under the interest rate swap agreements, NEP pays a fixed rate of interest and receives a floating rate of interest over the term of the agreements without the exchange of the underlying notional amounts. These agreements allow NEP to offset the variability of its floating-rate loan interest cash flows with the variable interest cash flows received from the interest rate swap agreements. The commencement and termination dates of the interest rate swap agreements and the related hedging relationship coincide with the corresponding dates of the underlying variable-rate debt instruments, with maturity dates through 2032. As of June 30, 2015 and December 31, 2014, the combined notional amounts of the swap agreements were approximately $338 million and $361 million, respectively. In order to apply hedge accounting, the transactions must be designated as hedges and must be highly effective in offsetting the hedged risk. For interest rate swaps, generally NEP assesses a hedging instrument’s effectiveness by using non-statistical methods including dollar value comparisons of the change in the fair value of the derivative to the change in the fair value or cash flows of the hedged item. Hedge effectiveness is tested at the inception of the hedge and on at least a quarterly basis throughout the hedge’s life. The effective portion of changes in the fair value of derivatives accounted for as cash flow hedges are deferred and recorded as a component of accumulated other comprehensive income (loss) (AOCI). The amounts deferred in AOCI are recognized in earnings in the period(s) during which the transaction being hedged affects earnings. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss, is reported in current earnings. A portion of certain of these hedges were ineffective as of June 30, 2015 and, as a result, less than $1 million was reclassified into earnings during the three and six months ended June 30, 2015.

Approximately $7 million of net losses included in AOCI at June 30, 2015, is expected to be reclassified into interest expense within the next 12 months as interest payments are made. Such amount assumes no change in interest rates. Cash flows from these interest rate swap contracts are reported in cash flows from operating activities in NEP's condensed consolidated statements of cash flows.

The fair values of NEP's derivative instruments designated as cash flow hedging instruments are included on NEP's condensed consolidated balance sheets as follows:

	June 30, 2015				December 31, 2014
	Assets		Liabilities		Assets		Liabilities
	(millions)
Interest rate swaps:
Other non-current assets	$	8	$	—	$	5	$	—
Other current liabilities	$	3	$	4	$	3	$	3
Other non-current liabilities	$	—	$	7	$	—	$	8

Gains (losses) related to NEP's cash flow hedges are recorded in NEP's condensed consolidated financial statements as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015		2014
	(millions)
Interest rate swaps:
Gains (losses) recognized in other comprehensive income	$	11	$	(7	)	$	2	$	(13	)
Losses reclassified from AOCI to net income(a)	$	2	$	1		$	3	$	2

____________________

(a)  Included in interest expense.

In January 2015, NEP entered into certain foreign currency exchange contracts to economically hedge its cash flows from foreign currency rate fluctuations. As of June 30, 2015, the notional amount of the foreign currency contracts was approximately $22 million. During the three and six months ended June 30, 2015, NEP recorded approximately $1 million of losses and less than $1 million of losses, respectively, related to the foreign currency contracts in other - net in the condensed consolidated statements of income.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. NEP uses several different valuation techniques to measure the fair value of assets and liabilities relying primarily on the market approach of using prices and other market information for identical or comparable assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of its assets and liabilities and the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. All transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

Cash Equivalents - Cash equivalents, which are included in cash and cash equivalents and restricted cash on the condensed consolidated balance sheets, consist of short-term, highly liquid investments with original maturities of three months or less. NEP primarily holds these investments in money market funds. The fair value of these funds is calculated using current market prices.

Interest Rate Swaps and Foreign Currency Contracts - NEP estimates the fair value of its derivatives using a discounted cash flows valuation technique based on the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, foreign currency exchange rates, current interest rates and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy. At June 30, 2015, the fair value of NEP's foreign currency contracts is less than $1 million.

NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:

	June 30, 2015						December 31, 2014
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(millions)
Assets:
Cash equivalents	$	57	$	—	$	57	$	104	$	—	$	104
Interest rate swaps	—		5		5		—		2		2
Total assets	$	57	$	5	$	62	$	104	$	2	$	106
Liabilities:
Interest rate swaps	$	—	$	11	$	11	$	—	$	11	$	11
Total liabilities	$	—	$	11	$	11	$	—	$	11	$	11

Fair Value of Financial Instruments Recorded at the Carrying Amount - The carrying amounts of accounts receivable approximate their fair values. The carrying amounts and estimated fair values of other financial instruments, excluding assets and liabilities which are recorded at fair value and disclosed above, are as follows:

	June 30, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Notes receivable(a)	$	20	$	20	$	20	$	20
Long-term debt, including current maturities(b)	$	1,958	$	2,001	$	1,933	$	2,008

____________________

(a) Fair value approximates carrying amount as they bear interest primarily at variable rates and have long-term maturities (Level 2) and are included in other assets on the condensed consolidated balance sheets.

(b) Fair value is estimated based on the borrowing rates as of each date for similar issues of debt with similar remaining maturities (Level 2).

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Schedule of accumulated other comprehensive income (loss)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Three months ended June 30, 2015
Balances, March 31, 2015	$	(11	)	$	(49	)	$	(60	)
Other comprehensive income before reclassification	9			—			9
Amounts reclassified from AOCI to interest expense	2			—			2
Net other comprehensive income	11			—			11
Balances, June 30, 2015	—			(49		)	(49		)
AOCI attributable to noncontrolling interest	(2		)	(44		)	(46		)
AOCI attributable to NEP, June 30, 2015	$	2		$	(5	)	$	(3	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Six months ended June 30, 2015
Balances, December 31, 2014	$	(5	)	$	(39	)	$	(44	)
Other comprehensive income (loss) before reclassification	2			(10		)	(8		)
Amounts reclassified from AOCI to interest expense	3			—			3
Net other comprehensive income (loss)	5			(10		)	(5		)
Balances, June 30, 2015	—			(49		)	(49		)
AOCI attributable to noncontrolling interest	(2		)	(44		)	(46		)
AOCI attributable to NEP, June 30, 2015	$	2		$	(5	)	$	(3	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Total
	(millions)
Three months ended June 30, 2014
Balances, March 31, 2014	$	4		$	(32	)	$	(28	)
Other comprehensive income (loss) before reclassification	(7		)	4			(3		)
Amounts reclassified from AOCI to interest expense	1			—			1
Net other comprehensive income (loss)	(6		)	4			(2		)
Balances, June 30, 2014	$	(2	)	$	(28	)	$	(30	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Six months ended June 30, 2014
Balances, December 31, 2013	$	9		$	(25	)	$	(16	)
Other comprehensive loss before reclassification	(13		)	(3		)	(16		)
Amounts reclassified from AOCI to interest expense	2			—			2
Net other comprehensive loss	(11		)	(3		)	(14		)
Balances, June 30, 2014	$	(2	)	$	(28	)	$	(30	)

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following is a summary of assets and liabilities transferred in connection with the second quarter 2015 acquisitions and corrections to property, plant and equipment - net related to assets previously acquired under common control and non-current deferred income tax assets (see Note 1 - Noncontrolling Interests).

	Assets Acquired and Liabilities Assumed
	(millions)
Current assets	$	23
Property, plant and equipment - net	678
Non-current assets	61
Total assets	762
Deferral related to differential membership interests - VIE	177
Other current and non-current liabilities	124
Total liabilities	301
Net assets acquired	$	461

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Related Party Transactions

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus actual costs incurred in connection with certain O&M and administrative services performed under these agreements. NEP’s O&M expenses for the three months ended June 30, 2015 and 2014 include approximately $2 million and $1 million, respectively, and $3 million and $2 million for the six months ended June 30, 2015 and 2014, respectively, related to such services. Additionally, Northern Colorado pays an affiliate for transmission services. NEP’s transmission expense for the three and six months ended June 30, 2015 and 2014 represents the fees paid for these services. At June 30, 2015 and December 31, 2014, the net payables for these services, as well as for payroll and other payments made on behalf of these projects, were approximately $17 million and $13 million, respectively, and are included in due to related parties on NEP's condensed consolidated balance sheets.

Management Services Agreement - Effective July 1, 2014, subsidiaries of NEP entered into a MSA with indirect wholly owned subsidiaries of NEE, under which operational, management and administrative services are provided to NEP, including managing NEP’s day to day affairs and providing individuals to act as NEP GP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo will pay NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which will be paid in quarterly installments of $1 million with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo will also make certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its Class A unitholders (IDR Fees). NEP’s O&M expenses for the three and six months ended June 30, 2015 include approximately $1 million and $2 million, respectively, related to payments made under the MSA. There was no expense for the three and six months ended June 30, 2014 related to the MSA.

Cash Sweep and Credit Support Agreement - Effective July 1, 2014, NEP OpCo entered into a CSCS agreement with NEER, under which NEER and certain of its subsidiaries may provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo will pay NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s expense for the three and six months ended June 30, 2015 includes approximately $1 million and $2 million, respectively, related to payments made under the CSCS agreement. There was no expense for the three and six months ended June 30, 2014 related to the CSCS agreement.

NEER and certain of its subsidiaries may withdraw funds received by NEP OpCo under the CSCS agreement, or its subsidiaries in connection with certain of the long-term debt agreements, (Project Sweeps), and hold those funds in accounts belonging to NEER or its subsidiaries to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its subsidiaries may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo otherwise demands the return of such funds. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on credit support provided by NEER in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings. The cash sweep amount held in accounts belonging to NEER or its subsidiaries as of June 30, 2015 and December 31, 2014 were approximately $38 million and $218 million, respectively, and are included in due from related parties on NEP’s condensed consolidated balance sheets.

Guarantees and Letters of Credit Entered into by Related Parties - Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain of the financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. In addition, certain interconnection agreements and site certificates require letters of credit or a bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER as described above. As of June 30, 2015, NEECH guaranteed or provided letters of credit or bonds totaling approximately $602 million related to these obligations. Agreements related to the sale of differential membership interests require NEER to guarantee payment of construction-related expenses that were not yet paid before the sale of the differential membership interests in VIEs as well as payments due by the VIEs and indemnifications to the VIEs' respective investors. As of June 30, 2015, NEER guaranteed a total of approximately $53 million related to these obligations.

Due to Related Party - As of June 30, 2015 and December 31, 2014, the approximately $16 million reported in non-current due to related party on NEP's condensed consolidated balance sheets represents an amount due from Palo Duro to NEER to refund NEER for certain transmission costs paid on behalf of Palo Duro. Amounts will be paid to NEER as Palo Duro receives payments from a third party for a related note receivable in the amount of approximately $16 million recorded in other non-current assets on NEP’s condensed consolidated balance sheets. At December 31, 2014, approximately $2 million reported in non-current due to related party on the accompanying condensed consolidated balance sheets represents amounts owed to NEER or NEER subsidiaries for reimbursement of turbine replacement costs as well as for fees related to O&M agreements and ASAs discussed above that Stateline is currently unable to pay due to debt covenant restrictions.

Development, Engineering and Construction Commitments - During the six months ended June 30, 2015, NEER purchased and contributed approximately $24 million under several engineering, procurement and construction contracts related to the procurement of materials and services for certain NEP assets and for which costs were capitalized in construction work in progress. There were no such purchases or contributions in the three months ended June 30, 2015 or the three and six months ended June 30, 2014.

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Debt Debt

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Debt

DEBT

Significant short-term and long-term debt issuances and borrowings by subsidiaries of NEP during the six months ended June 30, 2015 were as follows:

Date Issued	Debt Issuances/Borrowings	Interest Rate	Principal Amount			Maturity Date
			(millions)
January - February 2015	Senior secured revolving credit facility	Variable(a)	$	122	(b)	2019
May 2015	Short-term term loan	Variable(a)	$	313		2016
June 2015	Short-term cash grant bridge loan	Variable(a)	$	12		2016
June 2015	Limited-recourse term loan	4.52%	$	31		2033

————————————

(a) Variable rate is based on an underlying index plus a margin.

(b) At June 30, 2015, $79 million is outstanding under the revolving credit facility.

In connection with the second quarter 2015 acquisitions, NEP assumed certain long-term debt agreements including the following:

Debt Assumed	Interest Rate	Principal Amount		Maturity Date
		(millions)
Senior secured notes	6.25%	$	76	2031
Bank loan	Variable(a)	$	22	2017

————————————

(a) Variable rate is based on an underlying index plus a margin.

The long-term debt agreements listed above are secured by liens on certain assets and contain provisions which, under certain conditions, restrict the payment of distributions or related party fee payments. At June 30, 2015, Stateline's projected debt service coverage ratio, as defined in the existing bank loan agreement, was estimated to be below the ratio to allow Stateline to make distributions to NEP or any related party fee payments to NEER. Stateline has not made any related party fee payments to NEER subsequent to falling below the required ratio in the second quarter of 2012.

On July 29, 2015, a subsidiary of NEP borrowed approximately $81 million under a limited-recourse senior secured term loan agreement that matures in December 2026. See Part II - Item 5 for further discussion. The proceeds of the term loan were used, in part, to repay Stateline's bank loan. With this refinancing, Stateline is expected to make distributions to NEP and related party fee payments to NEER.

On July 31, 2015, $50 million was repaid on the revolving credit facility, bringing the outstanding balance to $29 million as of that date.

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Three months ended June 30, 2015
Balances, March 31, 2015	$	(11	)	$	(49	)	$	(60	)
Other comprehensive income before reclassification	9			—			9
Amounts reclassified from AOCI to interest expense	2			—			2
Net other comprehensive income	11			—			11
Balances, June 30, 2015	—			(49		)	(49		)
AOCI attributable to noncontrolling interest	(2		)	(44		)	(46		)
AOCI attributable to NEP, June 30, 2015	$	2		$	(5	)	$	(3	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Six months ended June 30, 2015
Balances, December 31, 2014	$	(5	)	$	(39	)	$	(44	)
Other comprehensive income (loss) before reclassification	2			(10		)	(8		)
Amounts reclassified from AOCI to interest expense	3			—			3
Net other comprehensive income (loss)	5			(10		)	(5		)
Balances, June 30, 2015	—			(49		)	(49		)
AOCI attributable to noncontrolling interest	(2		)	(44		)	(46		)
AOCI attributable to NEP, June 30, 2015	$	2		$	(5	)	$	(3	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Total
	(millions)
Three months ended June 30, 2014
Balances, March 31, 2014	$	4		$	(32	)	$	(28	)
Other comprehensive income (loss) before reclassification	(7		)	4			(3		)
Amounts reclassified from AOCI to interest expense	1			—			1
Net other comprehensive income (loss)	(6		)	4			(2		)
Balances, June 30, 2014	$	(2	)	$	(28	)	$	(30	)

	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Total
	(millions)
Six months ended June 30, 2014
Balances, December 31, 2013	$	9		$	(25	)	$	(16	)
Other comprehensive loss before reclassification	(13		)	(3		)	(16		)
Amounts reclassified from AOCI to interest expense	2			—			2
Net other comprehensive loss	(11		)	(3		)	(14		)
Balances, June 30, 2014	$	(2	)	$	(28	)	$	(30	)

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Land Use Commitments - The project owners are parties to various agreements that provide for payments to landowners for the right to use the land upon which the projects are located. These leases and easements can typically be renewed by the project owners for various periods. The annual fees range from minimum rent payments varying by lease to maximum rent payments of a certain percentage of gross revenues, varying by lease. Total lease expense was approximately $3 million and $4 million for the three months ended June 30, 2015 and 2014, respectively, and $7 million for each of the six months ended June 30, 2015 and 2014, and is included in operations and maintenance expenses in NEP's condensed consolidated statements of income.

Genesis' land lease includes a right-of-way lease/grant that provides for payments to the BLM for the right to use the public lands upon which the project is located. The lease may be renewed at expiration at Genesis' option and will be subject to the regulations existing at the time of renewal. In connection with the terms of this lease, Genesis obtained a surety bond from a non-affiliated party in favor of the BLM for approximately $23 million. The surety bond remains in effect until the BLM is satisfied that there is no outstanding liability on the bond or satisfactory replacement bond coverage is furnished.

The related minimum and varying lease payments are based on fair value. Certain of these payments are considered contingent rent and, therefore, expense is recognized as incurred.

The total minimum non-cancelable rental commitments at June 30, 2015 under these land use agreements are as follows:

	Land Use Commitments
	(millions)
Remainder of 2015	$	4
2016	6
2017	6
2018	7
2019	7
2020	7
Thereafter	178
Total minimum land use payments	$	215

Letter of Credit Facility - Genesis entered into a letter of credit (LOC) facility, under which the LOC lender may issue standby letters of credit not to exceed approximately $83 million, with a maturity date of August 15, 2017. The purpose and amounts of letters of credit outstanding as of June 30, 2015 are as follows:

LOC Facility Purpose	Amount		Outstanding Dates
	(millions)
PPA security	$	25	September 2011 - Maturity
Large generator interconnection agreement obligations	8		September 2011 - Maturity
O&M reserve	10		December 2013 - Maturity
Debt service reserve	35		August 2014 - Maturity
Total	$	78

Canadian FIT Contracts - The FIT contracts relating to Summerhaven, Conestogo and Bluewater require suppliers to source a minimum percentage of their equipment and services from Ontario resident suppliers to meet the minimum required domestic content level (MRDCL). The MRDCL for Summerhaven and Conestogo is 25% and the MRDCL for Bluewater is 50%. Following their respective CODs, Summerhaven, Conestogo and Bluewater submitted reports to the IESO summarizing how they achieved the MRDCL for their respective projects (domestic content reports) and the IESO issued letters to Summerhaven, Conestogo and Bluewater acknowledging the completeness of their domestic content reports. The IESO has the right to audit the Summerhaven, Conestogo and Bluewater projects for a period of up to 7 years post-COD to confirm that they complied with the domestic content requirements under their respective FIT contracts and achieved their respective MRDCLs. The failure by any of these projects to achieve its MRDCL could result in a default by such project under its FIT contract, which default may not be possible to cure and could result in a termination of its FIT contract, without compensation, by the IESO. A termination of the FIT contract for Summerhaven, Conestogo or Bluewater could negatively affect revenues generated by such project and have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

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Derivative Instruments and Hedging Activity - Gains (Losses) Related to Cash Flow Hedges (Details) - Interest Rate Swap [Member] - Designated as Hedging Instrument [Member] - Cash Flow Hedges [Member] - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Gains (losses) recognized in other comprehensive income	$ 11	$ (7)	$ 2	$ (13)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Losses reclassified from AOCI to net income	$ 2	$ 1	$ 3	$ 2

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Derivative Instruments and Hedging Activity (Tables)

6 Months Ended

Jun. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of the fair values of derivative instruments designated as cash flow hedging instruments included in balance sheets

The fair values of NEP's derivative instruments designated as cash flow hedging instruments are included on NEP's condensed consolidated balance sheets as follows:

	June 30, 2015				December 31, 2014
	Assets		Liabilities		Assets		Liabilities
	(millions)
Interest rate swaps:
Other non-current assets	$	8	$	—	$	5	$	—
Other current liabilities	$	3	$	4	$	3	$	3
Other non-current liabilities	$	—	$	7	$	—	$	8

Schedule of gains (losses) related to cash flow hedges

Gains (losses) related to NEP's cash flow hedges are recorded in NEP's condensed consolidated financial statements as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015		2014
	(millions)
Interest rate swaps:
Gains (losses) recognized in other comprehensive income	$	11	$	(7	)	$	2	$	(13	)
Losses reclassified from AOCI to net income(a)	$	2	$	1		$	3	$	2

____________________

(a)  Included in interest expense.

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Summary of Significant Accounting and Reporting Policies - Noncontrolling Interest (Details) - USD ($) $ in Millions		6 Months Ended	12 Months Ended
		Jun. 30, 2015	Dec. 31, 2014		May. 13, 2015	May. 12, 2015
Noncontrolling Interest [Line Items]
Decrease in capitalized interest and other carryover basis corrections			$ 51
Decrease in noncurrent deferred income tax assets			3
Partners' Capital Attributable to Noncontrolling Interest [Roll Forward]
Noncontrolling interest at beginning of period			333
Net assets of the second quarter 2015 acquisitions and carryover basis corrections as of December 31, 2014		$ 461	399
Noncontrolling interest, beginning of period	[1]	732
Payment to NEE for the 2015 acquisitions		(716)
Cash distributions		(30)
Noncash distributions		(7)
Noncash contributions		119
Comprehensive income attributable to noncontrolling interest, including pre-acquisition net income of the 2015 acquisitions		21
Noncontrolling interest, ending of period		$ 119	$ 732	[1]
NEP OpCo [Member]
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership		20.10%			22.20%	22.20%
Noncontrolling interest, percent ownership by noncontrolling owners		79.90%			77.80%

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014	[1]
Current assets:
Cash and cash equivalents	$ 100	$ 103
Accounts receivable	51	32
Due from related parties	38	219
Restricted cash ($13 and $55 related to VIEs, respectively)	23	82
Prepaid expenses	2	4
Other current assets	11	10
Total current assets	225	450
Non-current assets:
Property, plant and equipment - net ($713 and $722 related to VIEs, respectively)	3,199	3,276
Construction work in progress	1	9
Deferred income taxes	154	144
Investments in equity method investees - VIEs	45	19
Other non-current assets	95	90
Total non-current assets	3,494	3,538
TOTAL ASSETS	3,719	3,988
Current liabilities:
Accounts payable and accrued expenses	18	119
Short-term debt	325	0
Due to related parties	24	37
Current maturities of long-term debt	89	86
Accrued interest	25	23
Other current liabilities	20	21
Total current liabilities	501	286
Non-current liabilities:
Long-term debt	1,869	1,847
Deferral related to differential membership interests - VIEs	418	428
Accumulated deferred income taxes	59	75
Asset retirement obligation	29	28
Non-current due to related party	16	19
Other non-current liabilities	23	25
Total non-current liabilities	2,414	2,422
TOTAL LIABILITIES	$ 2,915	$ 2,708
COMMITMENTS AND CONTINGENCIES
EQUITY
Limited partners (common units issued and outstanding - 21.3 and 18.7, respectively)	$ 688	$ 551
Accumulated other comprehensive loss	(3)	(3)
Noncontrolling interest	119	732
TOTAL EQUITY	804	1,280
TOTAL LIABILITIES AND EQUITY	$ 3,719	$ 3,988

[1] Prior-period financial information has been retrospectively adjusted as discussed in Note 2.

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

For periods ending prior to July 1, 2014, income taxes are calculated using the separate return method for each of the project entities acquired in connection with the IPO that are structured as corporations or as limited liability companies. For the 2015 acquisitions, income taxes are calculated using the separate return method for periods prior to their respective acquisition dates. Income taxes are not included for entities that are structured as flow through entities (partnerships) electing to be taxed as partnerships.

For periods after the date a project is acquired by NEP (NEP acquisition date), taxes are calculated for NEP as a single taxpaying entity for U.S. federal and state income tax purposes (based on its election to be taxed as a corporation). Because NEP OpCo is a limited partnership electing to be taxed as a partnership for U.S. federal and state income tax purposes, NEP has only included its 20.1% (22.2% after May 12, 2015) proportionate share of U.S. income taxes. The U.S. income taxes on the remaining 79.9% (77.8% after May 12, 2015) of NEP OpCo earnings were allocated to NEE Equity and are not included in NEP's condensed consolidated financial statements. The Canadian subsidiaries are all Canadian taxpayers subject to Canadian income tax, and therefore all Canadian taxes are included in NEP's condensed consolidated financial statements. NEE Equity's share of Canadian taxes is included in net income attributable to noncontrolling interest in NEP's condensed consolidated financial statements.

The effective tax rate for the three months ended June 30, 2015 and 2014 was approximately 18% and 21%, respectively. The effective tax rate for the six months ended June 30, 2015 and 2014 was approximately 21% and 29%, respectively. For periods ending prior to July 1, 2014, the effective tax rate is affected by recurring items, such as the relative amount of income earned in jurisdictions, the 50% tax basis reduction due to CITCs that are recognized when assets are placed into service, and valuation allowances on deferred tax assets. Additionally, in periods ending after July 1, 2014, the effective tax rate is affected by taxes attributable to the noncontrolling interest, and the taxation of Canadian income in both Canada and the U.S.

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Acquisitions - Additional Information (Details) $ in Millions	May. 12, 2015 USD ($) MW	Apr. 30, 2015 equity_investment MW shares	Jun. 30, 2015 USD ($)
Business Acquisition [Line Items]
Percentage of economic rights		100.00%
Liabilities assumed in consideration transfer | $			$ 301
Subsidiaries [Member] | Adelanto I, Adelanto II and McCoy [Member]
Business Acquisition [Line Items]
Number of equity method investments | equity_investment		3
Renewable energy assets, power capacity (megawatts)		277
Subsidiaries [Member] | Ashtabula III, Baldwin, Mammoth Plains and Stateline [Member]
Business Acquisition [Line Items]
Consideration transferred | $	$ 424
Liabilities assumed in consideration transfer | $	$ 269
Subsidiaries [Member] | North Dakota [Member] | Ashtabula Wind III, LLC [Member]
Business Acquisition [Line Items]
Renewable energy assets, power capacity (megawatts)	62
Subsidiaries [Member] | North Dakota [Member] | Baldwin Wind Holdings, LLC [Member]
Business Acquisition [Line Items]
Renewable energy assets, power capacity (megawatts)	102
Subsidiaries [Member] | Oklahoma [Member] | Mammoth Plains Wind Project Holdings, LLC [Member]
Business Acquisition [Line Items]
Renewable energy assets, power capacity (megawatts)	199
Subsidiaries [Member] | Oregon and Washington [Member] | FPL Energy Stateline Holdings, L.L.C. [Member]
Business Acquisition [Line Items]
Renewable energy assets, power capacity (megawatts)	300
NextEra Energy Operating Partners, LP [Member]
Business Acquisition [Line Items]
Ownership interests percentage		50.00%
NextEra Energy Partners, LP [Member] | Class B Units, Series 1 [Member] | NextEra Energy Operating Partners, LP [Member]
Business Acquisition [Line Items]
Number of units issued | shares		1,000,000
NextEra Energy Partners, LP [Member] | Class B Units, Series 2 [Member] | NextEra Energy Operating Partners, LP [Member]
Business Acquisition [Line Items]
Number of units issued | shares		1,000,000

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Commitments and Contingencies - Commitments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating Leased Assets [Line Items]
Lease expense	$ 3	$ 4	$ 7	$ 7
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015 (Remaining)	4		4
2016	6		6
2017	6		6
2018	7		7
2019	7		7
2020	7		7
Thereafter	178		178
Total minimum land use payments	215		215
Genesis [Member] | Surety Bond [Member]
Operating Leased Assets [Line Items]
Surety bond	$ 23		$ 23

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Schedule of financial assets and liabilities and other fair value measurements on a recurring basis

NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:

	June 30, 2015						December 31, 2014
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(millions)
Assets:
Cash equivalents	$	57	$	—	$	57	$	104	$	—	$	104
Interest rate swaps	—		5		5		—		2		2
Total assets	$	57	$	5	$	62	$	104	$	2	$	106
Liabilities:
Interest rate swaps	$	—	$	11	$	11	$	—	$	11	$	11
Total liabilities	$	—	$	11	$	11	$	—	$	11	$	11

Schedule of other financial instrument, carrying amounts and estimated fair values

The carrying amounts and estimated fair values of other financial instruments, excluding assets and liabilities which are recorded at fair value and disclosed above, are as follows:

	June 30, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Notes receivable(a)	$	20	$	20	$	20	$	20
Long-term debt, including current maturities(b)	$	1,958	$	2,001	$	1,933	$	2,008

____________________

(a) Fair value approximates carrying amount as they bear interest primarily at variable rates and have long-term maturities (Level 2) and are included in other assets on the condensed consolidated balance sheets.

(b) Fair value is estimated based on the borrowing rates as of each date for similar issues of debt with similar remaining maturities (Level 2).