Exhibit 10.8


 


BROOKFIELD BUSINESS PARTNERS L.P.


 


FORM OF FIRST AMENDMENT TO THE

AMENDED AND RESTATED MASTER SERVICES AGREEMENT


 


THIS
AMENDMENT (the “Amendment”) to the Amended and Restated Master Services Agreement, dated as of June 1,
2016 (the “Agreement”) among Brookfield Asset Management Inc. (“Brookfield”), Brookfield Business
Partners L.P. (“BBU”) and others is made as of the n day of n,
2021 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.


 


WHEREAS,
on n, 2021, the board of directors of the general partner of BBU approved a special distribution
(the “Special Distribution”) of class A exchangeable subordinate voting shares (“Exchangeable Shares”)
of Brookfield Business Corporation (“BBUC”) to the holders of limited partnership units of BBU (“Units”)
and general partner units of BBU to be completed on the date hereof;


 


AND
WHEREAS, the Exchangeable Shares will be structured with the intention of providing holders with an economic return equivalent
to the Units, including identical distributions, and be exchangeable for Units on a one-for-one basis (subject to adjustment) (or for
the cash equivalent, at the election of BBUC) in accordance with the terms of the Exchangeable Shares;


 


AND
WHEREAS, the parties desire to amend the Agreement in connection with the Special Distribution to reflect the addition of BBUC
as a Service Recipient and make certain other amendments to the terms and conditions of the Agreement as set out herein;


 


NOW
THEREFORE,


 


		1.	Amendments to Article 1



 


		(a)	Section 1.1 is hereby amended by adding the following definitions:



 


		1.1.13.1	“BBUC” means Brookfield Business Corporation;



 


		1.1.21	“Exchangeable Shares” means Class A Exchangeable Subordinate Voting Shares of
BBUC;



 


		1.1.53.1	“Rights Agreement” has the meaning assigned thereto in Section 7.6.3;



 


		1.1.66.1	“Special Distribution” means the special distribution of Exchangeable Shares to
                                                                                                          unitholders of BBP completed on n, 2021



 






    


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		(b)	Section 1.1.46 is hereby deleted in its entirety and replaced with the following:



 


“Operating Entities”
means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly
hold BBP’s operations and assets, or (ii) indirectly hold BBP’s operations and assets but all of the interests of which
are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), BBUC, and any Person
in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding
equity interests of that Person;


 


		(c)	Section 1.1.60 is hereby deleted in its entirety and replaced with the following:



 


“Service Recipients”
means BBP, the Holding LP, the Holding Entities, BBUC and, at the option of the Holding Entities, any entity in which any of the foregoing
or any combination of the foregoing holds, directly or indirectly, all of the common equity or equivalent interests, excluding, for greater
certainty, any Operating Entities;


 


		(d)	Section 1.1.71 is hereby deleted in its entirety and replaced with the following:



 


“Trading Price” means,
for any Quarter, with respect to any Unit or Security that is listed on a stock exchange or public quotation system, the volume-weighted
average trading price of such Unit or Security on the Principal Exchange for the days on which the Unit or Security traded during such
Quarter, provided that (i) where the Trading Price of such Unit or Security is calculated in any currency other than U.S. dollars,
such amount will be converted to U.S. dollars for purposes of this Agreement in accordance with the applicable exchange rate, as determined
by the Service Providers acting reasonably, and (ii) for the fourth Quarter of 2021, the trading price of the Units for the days
on which the Units traded prior to the date of the Special Distribution shall be divided by 1.5 in order to account for the dilution resulting
from the distribution ratio of one Exchangeable Shares for every Unit pursuant to the Special Distribution, to the extent not already
accounted for in the official trading data of the relevant Principal Exchange;


 


		2.	Amendments to Article 7



 


Article 7 is hereby amended by
adding the following provision after Section 7.6.2:


 


7.6.3        BBP
will reimburse Brookfield for any and all amounts actually paid to the rights agent (i) pursuant to the Rights Agreement between
Brookfield and Wilmington Trust, National Association, dated as of n, 2021 (the “Rights
Agreement”), including, but not limited to, in respect of services rendered, out-of-pocket expenses, counsel fees and other
disbursements incurred in the administration and execution of the Rights Agreement and the exercise and performance of the rights agent’s
duties thereunder, and (ii) in respect of any indemnification provided to the rights agent pursuant to the Rights Agreement.


 






    


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		3.	Amendments to Article 8



 


Article 8 is hereby deleted in
its entirety and replaced with the following:




 


ARTICLE 8

BROOKFIELD’S OBLIGATION AND CONSENT RIGHT


 


8.1          Provision
of Services to the Service Recipients


 


Brookfield’s sole obligation pursuant
to this Agreement shall be to use its commercially reasonable efforts to cause its Subsidiaries (other than any member of the BBP Group)
to provide Services to the Service Recipients, as applicable, in accordance with the direction of the Service Providers. Brookfield’s
obligations pursuant to this Article 8 shall terminate at such time that all of the Service Providers cease to be Affiliates of Brookfield.


 


8.2          Consent
to Issuance of Exchangeable Shares


 


Prior to the issuance by BBUC of any
Exchangeable Shares, BBUC shall obtain the written consent of Brookfield, which consent shall be provided or withheld in Brookfield’s
sole discretion, provided that Brookfield shall deliver its written decision on whether or not to provide such consent within 10 Business
Days of receiving a written request from BBUC, in respect of such issuance. Brookfield shall be entitled to such consent right for as
long as Brookfield is a party to the Rights Agreement.


 


		4.	Amendments to Article 12



 


Article 12 is hereby amended by
adding the following provision after Section 12.5.5:


 


12.5.5.1 if to BBUC:


 


Brookfield Business Corporation

Brookfield Place


250 Vesey Street,
15th Floor


New York, NY 10281-1023

USA


 


Attention:         Secretary


Fax
number:      212-417-7196


 


		5.	Effective Date



 


This Amendment shall be effective upon the date
first written above.


 


		6.	Governing Law



 


This Amendment shall be governed by and construed
in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.


 






    


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		7.	General



 


		(a)	Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.



 


		(b)	This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original
and all of which shall be construed together as one agreement.



 


[Remainder of this page left blank intentionally.]


 












    


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


 


	 	BROOKFIELD ASSET MANAGEMENT INC.
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD
BUSINESS PARTNERS L.P., by its general partner BROOKFIELD BUSINESS PARTNERS LIMITED
	 	 
	 	 
	 	By:	 
	 	 	
    Name:    

    Title:     



 


 


	 	BROOKFIELD BUSINESS L.P., by its managing general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD BBP CANADA HOLDINGS INC.
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 






    


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	 	BROOKFIELD BBP US HOLDINGS LLC
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD BBP BERMUDA HOLDINGS LIMITED
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD BUSINESS CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (PRIVATE EQUITY), L.P. by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 






    


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	 	BROOKFIELD CANADIAN BUSINESS ADVISOR L.P. by its general partner, BROOKFIELD PRIVATE EQUITY INC.
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD BBP CANADIAN GP L.P. by its general partner, BROOKFIELD CANGP LIMITED
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD ASSET MANAGEMENT (BARBADOS) INC.
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


 


	 	BROOKFIELD GLOBAL BUSINESS ADVISOR LIMITED
	 	 
	 	 
	 	By:	 
	 	 	
    Name:

    Title: