exv4w2



 





BROOKFIELD ASSET MANAGEMENT INC.




- and -




BROOKFIELD INFRASTRUCTURE PARTNERS L.P.




- and -




BROOKFIELD INFRASTRUCTURE L.P.




- and -




BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.




- and
-




BROOKFIELD INFRASTRUCTURE CORPORATION




- and
-




PINEWORLD LIMITED




- and -




BIP BERMUDA HOLDINGS I LIMITED




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BROOKFIELD INFRASTRUCTURE GROUP INC.




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BROOKFIELD INFRASTRUCTURE GROUP CORPORATION




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BROOKFIELD ASSET MANAGEMENT BARBADOS INC.



 




MASTER SERVICES AGREEMENT



 




December 4, 2007















 



 


TABLE
OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 1 
INTERPRETATION
	 	 	2	 
	 

	 	 	1.1	 	 	Definitions
	 	 	2	 
	 

	 	 	1.2	 	 	Headings and Table of Contents
	 	 	7	 
	 

	 	 	1.3	 	 	Gender and Number
	 	 	7	 
	 

	 	 	1.4	 	 	Actions by the Manager or the Service Recipients
	 	 	7	 
	 

	 	 	1.5	 	 	Currency
	 	 	8	 
	 

	 	 	1.6	 	 	Invalidity of Provisions
	 	 	8	 
	 

	 	 	1.7	 	 	Entire Agreement
	 	 	8	 
	 

	 	 	1.8	 	 	Waiver, Amendment
	 	 	8	 
	 

	 	 	1.9	 	 	Governing Law
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 2 
APPOINTMENT OF THE MANAGERS
	 	 	9	 
	 

	 	 	2.1	 	 	Appointment and Acceptance
	 	 	9	 
	 

	 	 	2.2	 	 	Other Holding Entities
	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 3 
SERVICES AND POWERS OF THE MANAGERS
	 	 	9	 
	 

	 	 	3.1	 	 	Services
	 	 	9	 
	 

	 	 	3.2	 	 	Services Provided to the BIP and Brookfield Partnerships
	 	 	11	 
	 

	 	 	3.3	 	 	Supervision of Managers’ Activities
	 	 	11	 
	 

	 	 	3.4	 	 	Restrictions on the Managers
	 	 	11	 
	 

	 	 	3.5	 	 	Errors and Omissions Insurance
	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 4 
RELATIONSHIP BETWEEN THE MANAGERS AND THE SERVICE RECIPIENTS
	 	 	12	 
	 

	 	 	4.1	 	 	Other Activities
	 	 	12	 
	 

	 	 	4.2	 	 	Exclusivity
	 	 	12	 
	 

	 	 	4.3	 	 	No Partnership or Joint Venture
	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 5 
MANAGEMENT AND EMPLOYEES
	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 6 
INFORMATION AND RECORDS
	 	 	13	 
	 

	 	 	6.1	 	 	Books and Records
	 	 	13	 
	 

	 	 	6.2	 	 	Examination of Records by the Service Recipients
	 	 	13	 
	 

	 	 	6.3	 	 	Access to Information by Manager Group
	 	 	13	 
	 

	 	 	6.4	 	 	Additional Information
	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 7 
FEES AND EXPENSES
	 	 	14	 
	 

	 	 	7.1	 	 	Net Base Management Fee and Base Management Fee Adjustment
	 	 	14	 
	 

	 	 	7.2	 	 	Maximum Fees Payable by Service Recipients
	 	 	15	 
	 

	 	 	7.3	 	 	Currency
	 	 	15	 
	 

	 	 	7.4	 	 	Computation and Payment of Net Base Management Fee
	 	 	15	 












 



- ii -


	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.5	 	 	Failure to Pay When Due
	 	 	15	 
	 

	 	 	7.6	 	 	Expenses
	 	 	16	 
	 

	 	 	7.7	 	 	Governmental Charges
	 	 	16	 
	 

	 	 	7.8	 	 	Computation and Payment of Expenses and Governmental Charges
	 	 	17	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 8 
BROOKFIELD’S OBLIGATIONS
	 	 	17	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 9 
REPRESENTATIONS AND WARRANTIES OF BAM, THE MANAGERS AND THE SERVICE RECIPIENTS
	 	 	17	 
	 

	 	 	9.1	 	 	Representations and Warranties of the Managers and BAM
	 	 	17	 
	 

	 	 	9.2	 	 	Representations and Warranties of the Service Recipients
	 	 	18	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 10 
LIABILITY AND INDEMNIFICATION
	 	 	19	 
	 

	 	 	10.1	 	 	Indemnity
	 	 	19	 
	 

	 	 	10.2	 	 	Limitation of Liability
	 	 	20	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 11 
TERM AND TERMINATION
	 	 	20	 
	 

	 	 	11.1	 	 	Term
	 	 	20	 
	 

	 	 	11.2	 	 	Termination by the Service Recipients
	 	 	20	 
	 

	 	 	11.3	 	 	Termination by the Managers
	 	 	21	 
	 

	 	 	11.4	 	 	Survival Upon Termination
	 	 	22	 
	 

	 	 	11.5	 	 	Action Upon Termination.
	 	 	22	 
	 

	 	 	11.6	 	 	Release of Money or other Property Upon Written Request
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 12 
GENERAL PROVISIONS
	 	 	23	 
	 

	 	 	12.1	 	 	Limited Liability of Limited Partners of the BIP Partnership and Brookfield Partnership
	 	 	23	 
	 

	 	 	12.2	 	 	Assignment
	 	 	23	 
	 

	 	 	12.3	 	 	Subcontracting and Other Arrangements
	 	 	24	 
	 

	 	 	12.4	 	 	Enurement
	 	 	24	 
	 

	 	 	12.5	 	 	Notices
	 	 	24	 
	 

	 	 	12.6	 	 	Further Assurances
	 	 	27	 
	 

	 	 	12.7	 	 	Counterparts
	 	 	27	 












 



 


MASTER SERVICES AGREEMENT




THIS AGREEMENT made as of the 4th day of December, 2007.




B E T W E E N:



BROOKFIELD ASSET MANAGEMENT INC. (“BAM”),

a corporation existing under the laws of the Province of Ontario



- and -



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

(the “BIP Partnership”), a limited partnership existing under the laws of
Bermuda



- and -



BROOKFIELD INFRASTRUCTURE L.P. (the “Brookfield Partnership”), a limited
partnership existing under the laws of Bermuda



- and -



BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC. (“CanHoldco”), a corporation
existing under the laws of the Province of Ontario



- and -



BROOKFIELD INFRASTRUCTURE CORPORATION (“US Holdco”), a corporation existing
under the laws of the State of Delaware



- and -



PINEWORLD LIMITED (“Cyprus Holdco”), a corporation existing under the laws of
Cyprus



- and -



BIP BERMUDA HOLDINGS I LIMITED (“Bermuda Holdco”), a corporation existing under
the laws of Bermuda



- and -



BROOKFIELD INFRASTRUCTURE GROUP INC.

(the “Canadian Manager”), a corporation existing under the laws of the Province
of Ontario



- and -



BROOKFIELD INFRASTRUCTURE GROUP CORPORATION

(the “US Manager”), a corporation existing under the laws of the State of
Delaware



- and -



BROOKFIELD ASSET MANAGEMENT BARBADOS INC.,

(the “International Manager” and together with the Canadian Manager










 



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and the US Manager, the “Managers”), a corporation existing under the laws of
Barbados




RECITALS:




     A. The Service Recipients (as defined below) directly or indirectly hold interests in
electricity transmission and timber operations and will directly or indirectly acquire, from time
to time, interests in other infrastructure operations (all such operations, from time to time,
being called the “Infrastructure Operations”); and



     B. the BIP Partnership, the Brookfield Partnership and the Holding Entities (as defined below)
wish to engage the Managers to provide or arrange for other Service Providers (as defined below) to
provide to the Service Recipients certain management and administration services, subject to the
terms and conditions of this Agreement, and the Managers wish to accept such engagement.



          NOW THEREFORE in consideration of the mutual covenants and agreements contained in this
Agreement and other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows:




ARTICLE 1

INTERPRETATION




1.1 Definitions




          In this Agreement, except where the context otherwise requires, the following terms will have
the following meanings:





1.1.1 “Additional Information” has the meaning assigned thereto in Section 6.4;




1.1.2 “Affiliate” means, with respect to a Person, any other Person that, directly or
indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or
is under common Control of a third Person;




1.1.3 “Agreement” means this Master Services Agreement as the same may be amended from time to
time, and “herein”, “hereof”, “hereby”, “hereunder” and similar expressions refer to this
Agreement and include every instrument supplemental or ancillary to this Agreement and, except
where the context otherwise requires, not to any particular article or section thereof;




1.1.4 “BAM” has the meaning assigned thereto in the preamble;




1.1.5 “BAM Group” means BAM and its Affiliates, other than any member of the BIP Group;




1.1.6 “Base Management Fee” means the base management fee, calculated quarterly in arrears, in
an aggregate amount equal to 0.3125% (1.25% annually) of the Market Value;









 



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1.1.7 “Base Management Fee Adjustment” has the meaning assigned thereto in Section 7.1.2;




1.1.8 “Bermuda Holdco” has the meaning assigned thereto in the preamble;




1.1.9 “BIP Group” means the BIP Partnership, the Brookfield Partnership, the Holding Entities,
the Operating Entities and any other direct or indirect Subsidiary of a Holding Entity;




1.1.10 “BIP Partnership” has the meaning assigned thereto in the preamble;




1.1.11 “Brazilian Holdco” means TBE Brasil Participacoes Ltda,;




1.1.12 “Brookfield Partnership” has the meaning assigned thereto in the preamble;




1.1.13 “Business Day” means any day, other than a Saturday, a Sunday or any legal holiday
recognized as such by the government of any of Bermuda, Barbados or the Province of Ontario;




1.1.14 “Canadian Manager” has the meaning assigned thereto in the preamble;




1.1.15 “CanHoldco” has the meaning assigned thereto in the preamble;




1.1.16 “CanHoldco Services” has the meaning assigned thereto in Section 3.2.2;




1.1.17 “Capital Commitment” means, with respect to any Operating Entity, at any time, the
amount that a Service Recipient has committed at such time to contribute (either as debt or
equity) to such Operating Entity as set forth in the terms of the subscription agreement or
other underlying documentation with respect to such Operating Entity at or prior to such time;




1.1.18 “Capital Contribution” means, with respect to any Operating Entity, at any time, the
amount of capital that a Service Recipient has contributed (either as debt or equity) to such
Operating Entity at or prior to such time;




1.1.19 “Claims” has the meaning assigned thereto in Section 10.1.1;




1.1.20 “Control” means the control of one Person of another Person in accordance with the
following: a Person (“A”) controls another Person (“B”) where A has the power to determine
the management and policies of B by contract or status (for example the status of A being the
general partner of B) or by virtue of beneficial ownership of a majority of the voting
interests in B; and for certainty and without limitation, if A owns shares to which more than
50% of the votes permitted to be cast in the election of directors to the Governing Body of B
or A is the general partner of B, a limited partnership, then in each case A Controls B for
this purpose;




1.1.21 “Creditable Operating Entity Payment” means the proportion of each cash payment made by
an Operating Entity to any member of the BAM Group, including any









 



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payment made in the form of a dividend, distribution or other profit entitlement, which the
Manager determines to be comparable to the Base Management Fee that is attributable to the
Partnership Capital invested in or committed to that Operating Entity, as applicable; provided
that the aggregate amount of any Creditable Operating Entity Payments made by such Operating
Entity shall not exceed an amount equal to 0.3125% of the amount of Partnership Capital
invested in such Operating Entity;




1.1.22 “Cyprus Holdco” has the meaning assigned thereto in the preamble;




1.1.23 “Effective Date” means the date of the Spin-Off;




1.1.24 “Expenses” has the meaning assigned thereto in Section 7.6.2;




1.1.25 “Governing Body” means (i) with respect to a corporation or limited company, the board
of directors of such corporation or limited company, (ii) with respect to a limited liability
company, the manager(s) or managing partner(s) of such limited liability company, (iii) with
respect to a partnership, the board, committee or other body of the general partner of such
partnership that serves a similar function (or if any such general partner is itself a
partnership, the board, committee or other body of such general partner’s general partner that
serves a similar function) and (iv) with respect to any other Person, the body of such Person
that serves a similar function;




1.1.26 “Governing Instruments” means (i) the Memorandum of Association and Bye-laws in the
case of the Managing General Partner and Infrastructure General Partner; (ii) the certificate
of incorporation and bylaws in the case of a corporation, (iii) the memorandum and articles of
association in the case of a limited company, (iv) the partnership agreement in the case of a
partnership, (v) the articles of formation and operating agreement in the case of a limited
liability company, (vi) the trust instrument in the case of a trust and (vii) any other
similar governing document under which an entity was organized, formed or created and
operates, in each case as amended, supplemented or otherwise modified from time to time;




1.1.27 “Governmental Authority” means any (a) multinational, federal, provincial, state,
regional, municipal, local or other government, governmental or public department, central
bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or
foreign, (b) self-regulatory organization or stock exchange, (c) subdivision, agent,
commission, board, or authority of any of the foregoing, or (d) quasi-governmental or private
body exercising any regulatory, expropriation or taxing authority under or for the account of
any of the foregoing;




1.1.28 “Governmental Charge” has the meaning assigned thereto in Section 7.7;




1.1.29 “Holding Entities” means CanHoldco, US Holdco, Cyprus Holdco, Bermuda Holdco and any
direct wholly-owned Subsidiary of the Brookfield Partnership created or acquired after the
date of this Agreement;









 



- 5 -



1.1.30 “Incentive Distribution” means any performance-based dividend, distribution or other
profit entitlement but, for greater certainty, does not include Service Agreement Fees or
Creditable Operating Entity Payments;




1.1.31 “Indemnified Party” has the meaning assigned thereto in Section 10.1;




1.1.32 “Indemnifying Party” has the meaning assigned thereto in Section 10.1;




1.1.33 “Independent Committee” means a committee of the board of directors of the Managing
General Partner made up of directors that are “independent” of Brookfield and its Affiliates,
in accordance with the Managing General Partner’s Governing Instruments;




1.1.34 “Infrastructure General Partner” means Brookfield Infrastructure General Partner
Limited, which is the general partner of the Infrastructure GP LP;




1.1.35 “Infrastructure GP LP” means Infrastructure GP L.P. which is the general partner of the
Brookfield Partnership;




1.1.36 “Infrastructure Operations” has the meaning assigned thereto in the preamble;




1.1.37 “Interest Rate” means, for any day, the annual rate of interest equal to the London
Interbank Offering Rate;




1.1.38 “International Manager” has the meaning assigned thereto in the preamble;




1.1.39 “Laws” means all laws (including common law), statutes, regulations, statutory rules,
by-laws, orders, ordinances, directives and the terms and conditions of any approvals,
permits, licences or judgements of any Governmental Authority, together with any applicable
enforceable published notes, guidelines or policies, and the term “applicable”, with respect
to such Laws and in the context that refers to one or more Persons, means such Laws that apply
to such Person or Persons or its or their business, undertaking, property or securities at the
relevant time and that emanate from a Governmental Authority having jurisdiction over the
Person or Persons or its or their business, undertaking, property or securities;




1.1.40 “Licensing Agreement” means the licensing agreement between Brookfield Global Asset
Management Inc., the BIP Partnership and the Infrastructure Partnership dated as of the
Effective Date pursuant to which the BIP Partnership and Infrastructure Partnership have been
granted a non-exclusive, royalty-free license to use the “Brookfield” name and the Brookfield
logo;




1.1.41 “Manager Group” means the Canadian Manager, the International Manager and any other
Service Provider;




1.1.42 “Managers” means the Canadian Manager, the US Manager and the International Manager;









 



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1.1.43 “Managing General Partner” means Brookfield Infrastructure Partners Limited, which is
the BIP Partnership’s general partner;




1.1.44 “Market Value” means, with respect to any Quarter, (i) the volume-weighted average of
the closing price of a Unit for each of the last 5 trading days of the applicable Quarter
multiplied by the number of issued and outstanding Units on the last of those days (assuming
full conversion of any limited partnership interests held by any member of the BAM Group in
the Brookfield Partnership into Units), plus (ii) the principal amount of any debt owed by a
Service Recipient as of the last trading day of the applicable Quarter to any Person that is
not an Affiliate of a Service Recipient, which debt has recourse to any Service Recipient,
less any amount of cash held by such Service Recipient on such day;




1.1.45 “Net Base Management Fee” means the Base Management Fee, as adjusted pursuant to
Section 7.1.1;




1.1.46 “Operating Entities” means, from time to time, the Persons that (i) directly hold the
Infrastructure Operations, or (ii) indirectly hold the Infrastructure Operations but all of
the interests of which are not held by a Service Recipient including, in the case of each of
(i) and (ii), any joint ventures, partnerships and consortium arrangements;




1.1.47 “Operational and Other Services” means any services provided by any member of the BAM
Group, to the Operating Entities, including financial advisory, operations and maintenance,
development, operating management and other services;




1.1.48 “Partnership Capital” means any Capital Commitment and/or (as the context requires) any
Capital Contribution;




1.1.49 “Person” means any individual, partnership, limited partnership, joint venture,
syndicate, sole proprietorship, company or corporation with or without share capital,
unincorporated association, trust, trustee, executor, administrator or other legal personal
representative, regulatory body or agency, government or governmental agency, authority or
entity however designated or constituted;




1.1.50 “Quarter” means a calendar quarter ending on the last day of March, June, September or
December;




1.1.51 “Relationship Agreement” means the agreement dated as of the date hereof entered into
among the BIP Partnership, the Brookfield Partnership, the Holding Entities, Brookfield and
the Managers that governs aspects of the relationship among them;




1.1.52 “Service Agreement” means any agreement or arrangement entered into pursuant to Section
12.3 between any Service Recipient and any Service Provider pursuant to which Services are
provided;




1.1.53 “Service Agreement Fee” means, in any Quarter, any cash payment, including any such
payment made in the form of a dividend, distribution or other profit entitlement, which the
Manager determines to be comparable to the Base Management Fee, and which









 



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is payable by a Service Recipient to a member of the BAM Group with respect to such Quarter;




1.1.54 “Service Providers” means the Managers and any qualified Affiliate of BAM that any
Manager has arranged to provide the Services to any Service Recipient;




1.1.55 “Service Recipient” means the BIP Partnership, the Brookfield Partnership, CanHoldco,
US Holdco, Cyprus Holdco, Bermuda Holdco, Brazilian Holdco and any entity in which any of the
foregoing or any combination of the foregoing holds all of the common equity or equivalent
interests, excluding, for greater certainty, any Operating Entities;




1.1.56 “Services” has the meaning assigned thereto in Section 3.1;




1.1.57 “Spin-Off” means the distribution by BAM of its interests in BIP to the shareholders of
BAM;




1.1.58 “Subsidiary” means, with respect to any Person, (i) any other Person that is directly
or indirectly Controlled by such Person, (ii) any trust in which such Person holds all of the
beneficial interests or (iii) any partnership, limited liability company or similar entity in
which such Person holds all of the interests other than the interests of any general partner,
managing member or similar Person;




1.1.59 “Transaction Fees” means fees paid or payable by the Service Recipients, which are on
market terms, with respect to financial advisory services ordinarily carried out by investment
banks in the context of mergers and acquisitions transactions;




1.1.60 “Units” means the limited partnership units of the BIP Partnership;




1.1.61 “US Holdco” has the meaning assigned thereto in the preamble; and




1.1.62 “US Manager” has the meaning assigned thereto in the preamble.



1.2 Headings and Table of Contents




          The inclusion of headings and a table of contents in this Agreement are for convenience of
reference only and will not affect the construction or interpretation hereof.




1.3 Gender and Number




          In this Agreement, unless the context otherwise requires, words importing the singular include
the plural and vice versa, words importing gender include all genders or the neuter, and words
importing the neuter include all genders.




1.4 Actions by the Manager or the Service Recipients




          Unless the context requires otherwise, where the consent or a determination is required by the
Manager or the Service Recipient hereunder, the parties shall be entitled to










 



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conclusively rely upon it having been given or taken, as applicable, if, a Manager or a
Service Recipient, as applicable, has communicated the same in writing.




1.5 Currency




          Except where otherwise expressly provided, all amounts in this Agreement are stated and will
be paid in U.S. currency.




1.6 Invalidity of Provisions




          Each of the provisions contained in this Agreement is distinct and severable and a declaration
of invalidity or unenforceability of any such provision or part thereof by a court of competent
jurisdiction will not affect the validity or enforceability of any other provision hereof. To the
extent permitted by applicable law, the parties waive any provision of law which renders any
provision of this Agreement invalid or unenforceable in any respect. The parties will engage in
good faith negotiations to replace any provision which is declared invalid or unenforceable with a
valid and enforceable provision, the economic effect of which comes as close as possible to that of
the invalid or unenforceable provision which it replaces.




1.7 Entire Agreement




          This Agreement constitutes the entire agreement between the parties pertaining to the subject
matter of this Agreement. There are no warranties, conditions, or representations (including any
that may be implied by statute) and there are no agreements in connection with such subject matter
except as specifically set forth or referred to in this Agreement. No reliance is placed on any
warranty, representation, opinion, advice or assertion of fact made either prior to,
contemporaneous with, or after entering into this Agreement, or any amendment or supplement
thereto, by any party to this Agreement or its directors, officers, employees or agents, to any
other party to this Agreement or its directors, officers, employees or agents, except to the extent
that the same has been reduced to writing and included as a term of this Agreement, and none of the
parties to this Agreement has been induced to enter into this Agreement or any amendment or
supplement by reason of any such warranty, representation, opinion, advice or assertion of fact.
Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any
such warranty, representation, opinion, advice or assertion of fact, except to the extent
contemplated above.




1.8 Waiver, Amendment




          Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will
be binding unless executed in writing by the party to be bound thereby. No waiver of any provision
of this Agreement will constitute a waiver of any other provision nor will any waiver of any
provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.




1.9 Governing Law




          This Agreement will be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of Canada applicable therein.










 



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ARTICLE 2

APPOINTMENT OF THE MANAGERS




2.1 Appointment and Acceptance





2.1.1 Subject to the provisions of this Agreement, the BIP Partnership, the Brookfield
Partnership and the Holding Entities appoint the Managers to provide or arrange for other
Service Providers to provide the Services to the Service Recipients. This appointment will be
subject to the express terms of this Agreement and to each Service Recipient’s Governing
Body’s supervision of the Managers and obligation to manage and control the affairs of such
Service Recipient.




2.1.2 The Managers hereby accept the appointment provided for in Section 2.1.1.



2.2 Other Holding Entities




          The parties acknowledge that any Holding Entity that is not a party to this Agreement will
execute a counterpart of this Agreement agreeing to be bound by the terms of this Agreement.




ARTICLE 3

SERVICES AND POWERS OF THE MANAGERS




3.1 Services




          The Managers will provide or arrange for the provision by other Service Providers of, and will
have the exclusive power and authority to provide or arrange for the provision by other Service
Providers of, the services (the “Services”) described below:





3.1.1 causing or supervising the carrying out of all day-to-day management, secretarial,
accounting, banking, treasury, administrative, liaison, representative, regulatory and
reporting functions and obligations;




3.1.2 establishing and maintaining or supervising the establishment and maintenance of books
and records;




3.1.3 identifying, evaluating and recommending to the Holding Entities acquisitions or
dispositions from time to time and, where requested to do so, assisting in negotiating the
terms of such acquisitions or dispositions;




3.1.4 recommending and, where requested to do so, assisting in the raising of funds whether by
way of debt, equity or otherwise, including the preparation, review or distribution of any
prospectus or offering memorandum in respect thereof and assisting with communications support
in connection therewith;




3.1.5 recommending to the Holding Entities suitable candidates to serve on the Governing
Bodies of the Operating Entities;









 



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3.1.6 making recommendations with respect to the exercise of any voting rights to which the
Holding Entities are entitled in respect of the Operating Entities;




3.1.7 making recommendations with respect to the payment of dividends by the Holding Entities
or any other distributions by the Service Recipients, including distributions by the BIP
Partnership to its unitholders;




3.1.8 monitoring and/or oversight of the applicable Service Recipient’s accountants, legal
counsel and other accounting, financial or legal advisors and technical, commercial, marketing
and other independent experts and managing litigation in which a Service Recipient is sued or
commencing litigation after consulting with, and subject to the approval of, the relevant
Governing Body;




3.1.9 attending to all matters necessary for any reorganization, bankruptcy proceedings,
dissolution or winding up of a Service Recipient, subject to approval by the relevant
Governing Body;




3.1.10 supervising the timely calculation and payment of taxes payable, and the filing of all
tax returns due, by each Service Recipient;




3.1.11 causing the Service Recipients’ annual consolidated financial statements and quarterly
interim financial statements to be: (i) prepared in accordance with generally accepted
accounting principles or other applicable accounting principles for review and audit at least
to such extent and with such frequency as may be required by law or regulation; and (ii)
submitted to the relevant Governing Body for its prior approval;




3.1.12 making recommendations in relation to and effecting the entry into insurance of each
Service Recipient’s assets, together with other insurances against other risks, including
directors and officers insurance, as the relevant Service Provider and the relevant Governing
Body may from time to time agree;




3.1.13 arranging for individuals to carry out the functions of the principal executive,
accounting and financial officers for the BIP Partnership only for purposes of applicable
securities laws;




3.1.14 providing individuals to act as senior officers of Holding Entities as agreed from time
to time, subject to the approval of the relevant Governing Body;




3.1.15 advising the Service Recipients regarding the maintenance of compliance with applicable
Law and other obligations; and




3.1.16 providing all such other services as may from time to time be agreed with the Service
Recipients that are reasonably related to the Service Recipient’s day-to-day operations.









 



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3.2 Services Provided to the BIP and Brookfield Partnerships





3.2.1 Notwithstanding any provision herein to the contrary, US Manager and International
Manager shall solely be responsible for the provision of Services to the BIP Partnership and
the Brookfield Partnership. The Canadian Manager shall not be responsible for the provision
of any Services to the BIP Partnership and the Brookfield Partnership.




3.2.2 For greater certainty and notwithstanding any other provision herein in the contrary,
any Services provided to the Brookfield Partnership in connection with any securities, whether
equity or debt, of CanHoldco that are held by the Brookfield Partnership (“CanHoldco
Services”) shall be provided by US Manager, International Manager or an Affiliate of either US
Manager or International Manager that is not resident in Canada with whom US Manager or
International Manager, as the case may be, has made arrangements for the provision of the
CanHoldco Services or to whom US Manager or International Manager, as the case may be, has
sub-contracted the provision of CanHoldco Services.



3.3 Supervision of Managers’ Activities




          The Managers will perform their duties hereunder as independent contractors of the Service
Recipients and will, at all times, be subject to the supervision of the relevant Service
Recipient’s Governing Body and will only provide such Services as such Governing Body may request
including the Services identified herein.




3.4 Restrictions on the Managers





3.4.1 The Managers will and will cause any other Service Provider to refrain from taking any
action that is not in compliance with or would violate any Law or that otherwise would not be
permitted by the Governing Instruments of the Service Recipients. If any of the Managers or
any Service Provider is instructed to take any action that is not in such compliance by a
Service Recipient’s Governing Body, such person will promptly notify such Governing Body of
its judgment that such action would adversely affect such status or violate any such Law or
Governing Instrument.




3.4.2 In performing its duties under this Agreement, each member of the Manager Group will be
entitled to rely in good faith on qualified experts, professionals and other agents (including
on accountants, appraisers, consultants, legal counsel and other, professional advisors) and
will be permitted to rely in good faith upon the direction of the secretary of a Service
Recipient’s Governing Body (or any Person serving in a similar capacity) to evidence any
approvals or authorizations that are required under this Agreement. All references in this
Agreement to the Service Recipients or Governing Body for the purposes of instructions,
approvals and requests to the Managers will refer to the Governing Body.









 



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3.5 Errors and Omissions Insurance




          Each of the Managers and any other Service Provider will at all times during the term of this
Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is
customarily carried by Persons performing functions that are similar to those performed by the
Service Providers under this Agreement and in an amount which is comparable to that which is
customarily maintained by such other Persons.




ARTICLE 4

RELATIONSHIP BETWEEN THE MANAGERS AND THE SERVICE RECIPIENTS




4.1 Other Activities




          Subject to the terms of the Relationship Agreement, no member of the Manager Group (and no
Affiliate, director, officer, member, partner, shareholder or employee of any member of the Manager
Group) will be prohibited from engaging in other business activities or sponsoring, or providing
services to, third parties that compete directly or indirectly with the Service Recipients.




4.2 Exclusivity




          The Service Recipients will not, during the Term, engage any other Person to provide any
Services comparable to those to be provided by the Manager Group hereunder without the prior
written consent of the Canadian Manager, which may be withheld in the absolute discretion of the
Canadian Manager.




4.3 No Partnership or Joint Venture




          The Service Recipients and the Managers are not partners or joint venturers with each other,
and nothing herein will be construed so as to make them partners or joint venturers or impose any
liability as such on any of them as a result of this Agreement; provided however that nothing
herein will be construed so as to prohibit the Service Recipients and the Managers from embarking
upon an investment together as partners, joint venturers or in any other manner whatsoever.




ARTICLE 5

MANAGEMENT AND EMPLOYEES





5.1.1 The Managers will arrange or will arrange for another member of the Manager Group to
arrange for such qualified personnel and support staff to be available to carry out the
Services. Such personnel and support staff will devote such of their time to the provision of
the Services to the Service Recipients as the relevant member of the Manager Group reasonably
deems necessary and appropriate, commensurate with the level of activity of the Service
Recipients from time to time. Such personnel need not have as their primary responsibility
the provision of the Services to the Service Recipients or be dedicated exclusively to the
provision of the Services to the Service Recipients.









 



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5.1.2 To the extent applicable, each of the Service Recipients will make available to the
Manager Group, and grant the Manager Group access to, the employees or contractors of the
Service Recipients as the Manager Group may from time to time reasonably request in order for
the Manager Group to perform its obligations, covenants and responsibilities and exercise its
rights pursuant to the terms hereof.



ARTICLE 6

INFORMATION AND RECORDS




6.1 Books and Records





6.1.1 The Managers will, or will cause any other member of the Manager Group, as applicable,
to maintain proper books, records and documents in which complete, true and correct entries,
in conformity in all material respects with U.S. generally accepted accounting principles
consistently applied and all requirements of applicable Laws, will be made in respect of the
performance of the Services under this Agreement.




6.1.2 The Service Recipients will maintain proper books, records and documents in which
complete, true and correct entries, in conformity in all material respects with generally
accepted accounting principles and all requirements of applicable Laws.



6.2 Examination of Records by the Service Recipients




          Upon reasonable prior notice by the Service Recipients to the relevant member of the Manager
Group, the relevant member of the Manager Group will make available to the Service Recipients and
their authorized representatives, for examination during normal business hours on any Business Day,
all books, records and documents required to be maintained under Section 6.1.1. In addition, the
Manager Group will make available to the Service Recipients or their authorized representatives
such financial and operating data in respect of the performance of the Services under this
Agreement as may be in existence and as the Service Recipients or their authorized representatives
will from time to time reasonably request, including for the purposes of conducting any audit in
respect of expenses of the Service Recipients or other matters necessary or advisable to be audited
in order to conduct an audit of the financial affairs of the Service Recipients. Any examination
of records will be conducted in a manner which will not unduly interfere with the conduct of the
Service Recipients’ activities or of the Manager Group’s business in the ordinary course.




6.3 Access to Information by Manager Group





6.3.1 The Service Recipients will:




6.3.1.1 grant, or cause to be granted, to the Manager Group full access to all
documentation and information necessary in order for the Manager Group to perform its
obligations, covenants and responsibilities pursuant to the terms hereof, including
all of the books, records, and documents, financial and operating data of the Service
Recipients required to be maintained under Section 6.1.2 and to enable the Manager
Group to provide the Services; and









 



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6.3.1.2 provide, or cause to be provided, all documentation and information as may be
reasonably requested by the Manager Group, and promptly notify the appropriate member
of the Manager Group of any material facts or information of which the Service
Recipients is aware, which may affect the performance of the obligations, covenants or
responsibilities of the Manager Group pursuant to this Agreement, including
maintenance of proper financial records, including any known, pending or threatened
suits, actions, claims, proceedings or orders by or against the Service Recipients, or
any of its Subsidiaries, before any court of administrative tribunal.



6.4 Additional Information




          The parties acknowledge and agree that conducting the activities and providing the Services
contemplated herein may have the incidental effect of providing additional information (“Additional
Information”) which may be utilized with respect to, or may augment the value of, business
interests and related assets in which the relevant Manager or its Affiliates have an interest and,
subject to compliance with this Agreement, that neither the relevant Manager nor its Affiliates
will be liable to account to the Service Recipients with respect to such activities or results;
provided, however, that the relevant Manager will not (and will cause its Affiliates not to), in
making any use of Additional Information, do so in any manner that the relevant Manager or its
Affiliates know, or ought reasonably to know, would cause or result in a breach of any
confidentiality provision of agreements to which any Service Recipient is a party or is bound.




ARTICLE 7

FEES AND EXPENSES




7.1 Net Base Management Fee and Base Management Fee Adjustment





7.1.1 The Service Recipients hereby agree to pay as provided by this Article 7, during the
term of this Agreement, the Net Base Management Fee, quarterly in arrears. The Net Base
Management Fee will accrue commencing on the Effective Date and will be pro-rated based on the
number of days during the first Quarter in which this Agreement is in effect.




7.1.2 The amount of the Net Base Management Fee payable hereunder for any Quarter will be
equal to the amount of the Base Management Fee reduced (the “Base Management Fee Adjustment”)
by the following amounts, to the extent that such amounts have not previously reduced the
amount of the Base Management Fee as a result of the application of the Base Management Fee
Adjustment in a previous Quarter:




7.1.2.1 any Service Agreement Fees paid in or payable for that Quarter; and




7.1.2.2 any Creditable Operating Entity Payments paid in or payable for that Quarter.




7.1.3 For greater certainty, the Base Management Fee will not be reduced by operation of this
Agreement by the amount of any (i) Incentive Distribution paid or payable by any Service
Recipient or Operating Entity to any member of the BAM Group; (ii) any fees for









 



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Operational and Other Services that are paid or payable by any Operating Entity to any Member
of the BAM Group; or (iii) any Transaction Fees.



7.2 Maximum Fees Payable by Service Recipients




          In no event shall the Service Recipients be obligated under this Agreement and the Service
Agreements to pay, in the aggregate in respect of any Quarter, any amount exceeding the Base
Management Fee payable for that Quarter, after giving effect to any reductions for Creditable
Operating Entity Payments contemplated by Section 7.1.2.




7.3 Currency




          For the purposes of Section 7.1.2 hereof, if a payment giving rise to a Base Management Fee
Adjustment was denominated in a currency other than the U.S. dollar, the amount of such payment
will be deemed to be equal to the amount in U.S. dollars into which such payment could have been
converted on the last day of the relevant Quarter using the exchange rate between such other
currency and the U.S. dollars published in the “Exchange Rates” table of the Wall Street Journal on
such date or, in the event that the “Exchange Rates” table of the Wall Street Journal was not
published on such date, the closest date immediately preceding the date of such payment on which
the “Exchange Rates” table of the Wall Street Journal was published.




7.4 Computation and Payment of Net Base Management Fee




          The Manager or another Service Provider will compute each instalment and allocation (pursuant
to the method of allocation determined from time to time by agreement of the Manager and the
Service Recipients) of the Net Base Management Fee (including computation of the Base Management
Fee Adjustment, by and to whom the Net Base Management Fee is paid approximately 30 days before the
end of the Quarter with respect to which such instalment is payable. A copy of the computations
and allocations made will thereafter, for informational purposes only, promptly be delivered to
each Service Recipient by the relevant Service Provider upon request. Payment of such instalment
and allocation of the Net Base Management Fee shown therein will be due and payable no later than
the last day of the Quarter. Unless otherwise agreed to by the Manager and the Service Recipients,
the Net Base Management Fee shall be allocated among the Service Recipients on the basis that each
Holding Entity and its subsidiaries shall be responsible each Quarter for an amount equal to
0.3125% times the equity and debt capitalization provided to such Holding Entity by the Brookfield
Partnership, less the amount of any Service Agreement Fees and Creditable Operating Entity Payments
attributable to such Holding Entity and its subsidiaries.




7.5 Failure to Pay When Due




          Any amount payable by any Service Recipient to any member of the Manager Group hereunder which
is not remitted when so due will remain due (whether on demand or otherwise) and interest will
accrue on such overdue amounts (both before and after judgment) at a rate per annum equal to the
Interest Rate.










 



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7.6 Expenses





7.6.1 The Managers acknowledge and agree that the Service Recipients will not be required to
reimburse any member of the Manager Group for the salaries and other remuneration of the
management, personnel or support staff who provide the Services to such Service Recipients or
overhead for such persons.




7.6.2 Each of the Service Recipients will reimburse the relevant member of the Manager Group
for all out-of-pocket fees, costs and expenses, including those of any third party, (other
than those contemplated by Section 7.6.1) (“Expenses”) incurred by the relevant member of the
Manager Group in connection with the provision of the Services. Such Expenses are expected to
include, among other things:




7.6.2.1 fees, costs and expenses relating to any debt or equity financing;




7.6.2.2 fees, costs and expenses incurred in connection with the general
administration of any Service Recipient;




7.6.2.3 taxes, licenses and other statutory fees or penalties levied against or in
respect of a Service Recipient;




7.6.2.4 amounts owed under indemnification, contribution or similar arrangements;




7.6.2.5 fees, costs and expenses relating to financial reporting, regulatory filings
and investor relations and the fees, costs and expenses of agents, advisors and other
Persons who provide services to a Service Recipient;




7.6.2.6 any other fees, costs and expenses incurred by the relevant member of the
Manager Group that are reasonably necessary for the performance by the relevant member
of the Manager Group of its duties and functions under this Agreement or any Service
Agreement; and




7.6.2.7 fees, expenses and costs incurred in connection with the investigation,
acquisition, holding or disposal of any acquisition that is made or that is proposed
to be made.



7.7 Governmental Charges




          Without limiting Section 7.6, the Service Recipients shall, in addition to the Net Base
Management Fee, pay or reimburse the relevant member of the Manager Group for all sales, use, value
added, withholding or other taxes, customs duties or other governmental charges (“Governmental
Charges”), which are levied or imposed by any Governmental Authority by reason of this Agreement,
any Service Agreement or any other agreement contemplated by this Agreement, except for any income
taxes, corporation taxes, capital taxes or other similar taxes payable by any member of the Manager
Group which are personal to such member of the Manager Group. Any failure by the Manager Group to
collect monies on account of these Governmental Charges shall not constitute a waiver of the right
to do so.










 



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7.8 Computation and Payment of Expenses and Governmental Charges




          The Manager or another Service Provider will prepare a statement documenting the Expenses and
Governmental Charges to be reimbursed by the Service Recipients pursuant to this Article 7 and will
deliver such statement to each Service Recipient, approximately 30 days prior to the end of the
Quarter. All Expenses and Governmental Charges reimbursable pursuant to this Article 7 will be
reimbursed no later than the date which is last day of the Quarter. The provisions of this Section
7.8 will survive the termination of this Agreement.




ARTICLE 8

BROOKFIELD’S OBLIGATIONS




          BAM’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 BIP Group) to provide Services to
the Service Recipients, as applicable, in accordance with the direction of the Managers.




ARTICLE 9

REPRESENTATIONS AND WARRANTIES

OF BAM, THE MANAGERS AND THE SERVICE RECIPIENTS




9.1 Representations and Warranties of the Managers and BAM




          Each of the Managers and BAM hereby represents and warrants to the Service Recipients that:





9.1.1 it is validly organized and existing under the relevant laws governing its formation and
existence;




9.1.2 it, or another Service Provider, holds such licenses or registrations necessary to
perform its duties hereunder and is not aware of any reason why such licenses or registrations
might be cancelled;




9.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its
duties and obligations hereunder;




9.1.4 it has taken all necessary action to authorize the execution, delivery and performance
of this Agreement;




9.1.5 the execution and delivery of this Agreement by it and the performance by it of its
obligations hereunder do not and will not contravene, breach or result in any default under
its articles, by-laws, constituent documents or other organizational documents, or under any
mortgage, lease, agreement or other legally binding instrument, license, permit or applicable
law to which it is a party or by which it or any of its properties or assets may be bound;









 



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9.1.6 no authorization, consent or approval, or filing with or notice to any Person is
required in connection with the execution, delivery or performance by it of this Agreement;
and




9.1.7 this Agreement constitutes a valid and legally binding obligation of it enforceable
against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency,
moratorium, fraudulent conveyance, reorganization and other laws of general application
limiting the enforcement of creditors’ rights and remedies generally and (ii) general
principles of equity, including standards of materiality, good faith, fair dealing and
reasonableness, equitable defenses and limits as to the availability of equitable remedies,
whether such principles are considered in a proceeding at law or in equity.



9.2 Representations and Warranties of the Service Recipients




          Each of the Service Recipients that is a party to this Agreement (or, as applicable, its
general partner on its behalf) hereby represents and warrants to the Managers and BAM that:





9.2.1 it (and, if applicable, its general partner) is validly organized and existing under the
relevant laws governing its formation and existence;




9.2.2 it, or the relevant Operating Entity, holds such licenses or registrations necessary to
own and operate the Infrastructure Operations that it directly or indirectly owns or operates
from time to time and is not aware of any reason why such licenses or registrations might be
cancelled;




9.2.3 it (or, as applicable, its general partner on its behalf) has the power, capacity and
authority to enter into this Agreement and to perform its duties and obligations hereunder;




9.2.4 it (or, as applicable, its general partner) has taken all necessary action to authorize
the execution, delivery and performance of this Agreement;




9.2.5 the execution and delivery of this Agreement by it (or, as applicable, its general
partner on its behalf) and the performance by it of its obligations hereunder do not and will
not contravene, breach or result in any default under its organizational documents (or, if
applicable, the organizational documents of its general partner);




9.2.6 no authorization, consent or approval, or filing with or notice to any Person is
required in connection with the execution, delivery or performance by it (or, as applicable,
its general partner on its behalf) of this Agreement; and




9.2.7 this Agreement constitutes a valid and legally binding obligation of it enforceable
against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency,
moratorium, fraudulent conveyance, reorganization and other laws of general application
limiting the enforcement of creditors’ rights and remedies generally; and (ii) general
principles of equity, including standards of materiality, good faith, fair dealing and
reasonableness, equitable defenses and limits as to the availability of equitable remedies,
whether such principles are considered in a proceeding at law or in equity.









 



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ARTICLE 10

LIABILITY AND INDEMNIFICATION




10.1 Indemnity





10.1.1 The Service Recipients (for purposes of this Article, each an “Indemnifying Party”)
hereby jointly and severally agree, to the fullest extent permitted by applicable Law, to
indemnify and hold harmless each of the Managers, any other Service Provider, any of their
Affiliates and any directors, officers, agents, members, partners, shareholders and employees
of each of the foregoing (each, an “Indemnified Party”) from and against any claims,
liabilities, losses, damages, costs or expenses (including legal fees) incurred by them or
threatened in connection with any and all actions, suits, investigations, proceedings or
claims of any kind whatsoever, whether arising under statute or action of a regulatory
authority or otherwise or in connection with the business, investments and activities of the
Service Recipients or in respect of or arising from this Agreement or the Services provided
hereunder (“Claims”), including any Claims arising on account of the Governmental Charges
contemplated by Section 7.7; provided that no Indemnified Party will be so indemnified with
respect to any Claim to the extent that such Claim is finally determined by a final and
non-appealable judgment entered by a court of competent jurisdiction, or pursuant to a
settlement agreement agreed to by such Indemnified Party, to have resulted from such
Indemnified Party’s bad faith, fraud, wilful misconduct, gross negligence or, in the case of a
criminal matter, conduct undertaken with knowledge that the conduct was unlawful.




10.1.2 The Managers and the Service Recipients agree that in case any Claim should be made by
a third party arising from this Agreement or the Services provided hereunder, the Indemnified
Party will have the right to employ its own counsel in connection therewith, and the
reasonable fees and expenses of such counsel, as well as the reasonable costs (excluding an
amount reimbursed to such Indemnified Party for the time spent in connection therewith) and
out-of-pocket expenses incurred in connection therewith will be paid by the Indemnifying Party
in such case, as incurred but subject to recoupment by the Indemnifying Party if ultimately it
is not liable to pay indemnification hereunder.




10.1.3 The Managers and the Service Recipients agree that, promptly after the receipt of
notice of the commencement of any third-party Claim involving an Indemnified Party pursuant to
this Agreement, where such Claim is based, directly or indirectly, upon any matter in respect
of which this Agreement provides for indemnification, the Indemnified Party in such case will
notify the Indemnifying Party in writing of the commencement of such Claim (provided that any
accidental failure to provide any such notice will not prejudice the right of any such
Indemnified Party hereunder) and, throughout the course of such Claim, such Indemnified Party
will use its best efforts to provide copies of all relevant documentation to such Indemnifying
Party and will keep the Indemnifying Party appraised of the progress thereof and will discuss
with the Indemnifying Party all significant actions proposed.




10.1.4 The parties hereto expressly acknowledge and agree that the right to indemnity provided
in this 9.1 will be in addition to and not in derogation of any other liability which









 



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the Indemnifying Party in any particular case may have or of any other right to indemnity or
contribution which any Indemnified Party may have by statute or otherwise at law.




10.1.5 The indemnity provided in this 9.1 will survive the completion of Services rendered
under, or any termination or purported termination of, this Agreement.



10.2 Limitation of Liability





10.2.1 The Managers assume no responsibility under this Agreement other than to render the
services called for hereunder in good faith and will not be responsible for any action of a
Service Recipient’s Governing Body in following or declining to follow any advice or
recommendations of the Service Provider, including as set forth in Section 3.3 hereof.




10.2.2 The Service Recipients hereby agree that no Indemnified Party will be liable to a
Service Recipient, a Service Recipient’s Governing Body, an officer of a Service Recipient or
any security holder or partner of a Service Recipient for any Liabilities that may occur as a
result of any acts or omissions by the Indemnified Party pursuant to or in accordance with
this Agreement, except to the extent that such Liabilities are finally determined by a final
and non-appealable judgment entered by a court of competent jurisdiction to have resulted from
the Indemnified Party’s bad faith, fraud, wilful misconduct, gross negligence, or in the case
of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful. For
the avoidance of doubt, the provisions of this 9.1 will survive the termination of this
Agreement.




10.2.3 The maximum amount of the aggregate liability of any member of the Manager Group and
any Affiliate, director, officer, employee, contractor, agent, advisor or other representative
of any member of the Manager Group pursuant to this Agreement will be equal to the amounts
previously paid in the two most recent calendar years by the Service Recipients pursuant to
Article 7.



ARTICLE 11

TERM AND TERMINATION




11.1 Term




          The Managers’ engagement hereunder will begin on the Effective Date and will continue in full
force and effect until terminated in accordance with Section 11.2.




11.2 Termination by the Service Recipients





11.2.1 The Service Recipients may, subject to Section 11.2.2, terminate this Agreement
effective upon 30 days’ prior written notice of termination the Managers without payment of
any termination fee if:




11.2.1.1 any of the Managers or any of their permitted assignees or subcontractors
defaults in the performance or observance of any material term, condition or agreement
contained in this Agreement that results in material harm to the Service Recipients
and such default continues for a period of 30 days after









 



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written notice thereof specifying such default and requesting that the same be
remedied in such 30-day period;




11.2.1.2 the Managers or any of their permitted assignees or subcontractors engages in
any act of fraud, misappropriation of funds or embezzlement against any Service
Recipient that results in material harm to the Service Recipients;




11.2.1.3 there is an event of any gross negligence on the part of the Managers or any
of their permitted assignees or subcontractors in the performance of the duties under
this Agreement and such negligence results in material harm to the Service Recipients;
or




11.2.1.4 each of the Managers makes a general assignment for the benefit of its
creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to
the filing of a petition of bankruptcy against it, is adjudicated by a court of
competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any
bankruptcy law or consents to the filing of a petition seeking such reorganization or
has a decree entered against it by a court of competent jurisdiction appointing a
receiver liquidator, trustee or assignee in bankruptcy or in insolvency.




11.2.2 This Agreement may only be terminated by the Managing General Partner on behalf of the
BIP Partnership with the prior unanimous approval of the members of the Independent Committee.




11.2.3 Each of the Service Recipients hereby agrees and confirms that this Agreement may not
be terminated due solely to the poor performance or underperformance of any investments that
are made for the account of a Service Recipient provided that the Services called for herein
are rendered in good faith by the Managers, the other Service Providers and each of their
permitted assignees and subcontractors, if any.



11.3 Termination by the Managers





11.3.1 The Managers may terminate this Agreement:




11.3.1.1 effective upon 30 days’ prior written notice of termination to the Service
Recipients if any Service Recipient defaults in the performance or observance of any
material term, condition or agreement contained in this Agreement in a manner that
results in material harm and such default continues for a period of 30 days after
written notice thereof specifying such default and requesting that the same be
remedied in such 30-day period; or




11.3.1.2 at any time if any Service Recipient makes a general assignment for the
benefit of its creditors, institutes proceedings to be adjudicated voluntarily
bankrupt, consents to the filing of a petition of bankruptcy against it, is
adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks
reorganization under any bankruptcy law or consents to the filing of a petition
seeking such reorganization or has a decree entered against it by a court









 



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of competent jurisdiction appointing a receiver liquidator, trustee or assignee in
bankruptcy or in insolvency.



11.4 Survival Upon Termination




          If this Agreement is terminated pursuant to this Article 11, such termination will be without
any further liability or obligation of any party hereto, except as provided in Section 6.4, Section
7.5, 9.1, Section 11.5 and Section 11.6 hereof.




11.5 Action Upon Termination.





11.5.1 From and after the effective date of the termination of this Agreement, the Managers
will not be entitled to receive the Base Management Fee for further services under this
Agreement, but will be paid all compensation accruing to and including the date of
termination.




11.5.2 Upon any termination of this Agreement, the Managers will forthwith:




11.5.2.1 after deducting any accrued compensation and reimbursements for any Expenses
to which it is then entitled, pay over to the Service Recipients all money collected
and held for the account of the Service Recipients pursuant to this Agreement;




11.5.2.2 deliver to the Service Recipients’ Governing Bodies a full accounting,
including a statement showing all payments collected by it and a statement of all
money held by it, covering the period following the date of the last accounting
furnished to the Governing Bodies with respect to the Service Recipients;




11.5.2.3 deliver to the Service Recipients’ Governing Bodies all property and
documents of the Service Recipients then in the custody of the Manager Group; and




11.5.3 Upon any termination of this Agreement, unless otherwise agreed by the Managers, the
relevant Service Recipient will, or will cause any Operating Entity to, cease using the name
“Brookfield” as part of its name or the Brookfield logo in accordance with the Licensing
Agreement.



11.6 Release of Money or other Property Upon Written Request





The Managers hereby agree that any money or other property of the Service Recipients or their
Subsidiaries held by the Manager Group under this Agreement shall be held by the relevant
member of the Manager Group as custodian for such Person, and the relevant member of the
Manager Group’s records shall be appropriately marked clearly to reflect the ownership of such
money or other property by such Person. Upon the receipt by the relevant member of the
Manager Group of a written request signed by a duly authorized representative of a Service
Recipient requesting the relevant member of the Manager Group to release to the Service
Recipient any money or other property then held by the relevant member of the Manager Group
for the account of such Service Recipient under









 



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this Agreement, the relevant member of the Manager Group shall release such money or other
property to the Service Recipient within a reasonable period of time, but in no event later
than 60 days following such request. The relevant member of the Manager Group shall not be
liable to any Service Recipient, a Service Recipient’s Governing Body or any other Person for
any acts performed or omissions to act by a Service Recipient in connection with the money or
other property released to the Service Recipient in accordance with the second sentence of
this Section 11.6. Each Service Recipient shall indemnify and hold harmless the relevant
member of the Manager Group and any of its Affiliates (and any directors, officers, agents,
members, partners, shareholders and employees of the foregoing) against any and all
Liabilities which arise in connection with the relevant member of the Manager Group’s release
of such money or other property to the Service Recipient in accordance with the terms of this
Section 11.6. Indemnification pursuant to this provision shall be in addition to any right of
such Persons to indemnification under Section 10.1 hereof. For the avoidance of doubt, the
provisions of this Section 11.6 shall survive termination of this Agreement.



ARTICLE 12

GENERAL PROVISIONS





			
	12.1	 	Limited Liability of Limited Partners of the BIP Partnership and Brookfield Partnership






12.1.1 The parties acknowledge that each of the BIP Partnership and Brookfield Partnership is
a limited partnership formed under the laws of Bermuda, a limited partner of which is liable
for any liabilities or losses of the relevant partnership only to the extent of the amount
that such limited partner has contributed, or agreed to contribute, to the capital of the
relevant partnership and such limited partner’s pro rata share of any undistributed income.
The parties further acknowledge that Infrastructure General Partner is the sole general
partner of the Infrastructure GP LP; Infrastructure GP LP is the sole general partner of the
Brookfield Partnership; and Managing General Partner is the sole general partner of the BIP
Partnership.



12.2 Assignment





12.2.1 This Agreement shall not be assigned by the Managers without the prior written consent
of the Service Recipients, except in the case of assignment by either of the Managers to an
Affiliate or a Person that is its successor by merger, consolidation or purchase of assets, in
which case the Affiliate or successor shall be bound under this Agreement and by the terms of
the assignment in the same manner as such of the Managers is bound under this Agreement. In
addition, provided that the Managers provide prior written notice to the Service Recipients
for informational purposes only, nothing contained in this Agreement shall preclude any
pledge, hypothecation or other transfer or assignment of the Managers’ rights under this
Agreement, including any amounts payable to the Managers under this Agreement, to a bona fide
lender as security.









 



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12.2.2 This Agreement shall not be assigned by any of the Service Recipients without the prior
written consent of the Managers, except in the case of assignment by a Service Recipient to a
Person that is its successor by merger, consolidation or purchase of assets, in which case the
successor shall be bound under this Agreement and by the terms of the assignment in the same
manner as the Service Recipient is bound under this Agreement.




12.2.3 Any purported assignment of this Agreement in violation of this Article 12 shall be
null and void.



12.3 Subcontracting and Other Arrangements




          The Managers may subcontract to any other Service Provider or any of its other Affiliates, or
arrange for the provision of any or all of the Services to be provided by it under this Agreement
by any other Service Provider or any other of its Affiliates, and the Service Recipients hereby
consent to any such subcontracting or arrangement; provided that the Managers shall remain
responsible to the Service Recipients for any Services provided by such other Service Provider or
Affiliate.




12.4 Enurement




          This Agreement will enure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.




12.5 Notices




          Any notice or other communication required or permitted to be given hereunder will be in
writing and will be given by prepaid first-class mail, by facsimile or other means of electronic
communication or by hand-delivery as hereinafter provided. Any such notice or other communication,
if mailed by prepaid first-class mail at any time other than during a general discontinuance of
postal service due to strike, lockout or otherwise, will be deemed to have been received on the
4th Business Day after the post-marked date thereof, or if sent by facsimile or other
means of electronic communication, will be deemed to have been received on the Business Day
following the sending, or if delivered by hand will be deemed to have been received at the time it
is delivered to the applicable address noted below either to the individual designated below or to
an individual at such address having apparent authority to accept deliveries on behalf of the
addressee. Notice of change of address will also be governed by this section. In the event of a
general discontinuance of postal service due to strike, lock-out or otherwise, notices or other
communications will be delivered by hand or sent by facsimile or other means of electronic
communication and will be deemed to have been received in accordance with this section. Notices and
other communications will be addressed as follows:










 



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12.5.1 if to the BIP Partnership:



Brookfield Infrastructure Partners L.P.

Canon’s Court

22 Victoria Street,

Hamilton HM 12,

Bermuda
 

Attention: Secretary

Telecopier number: 441-298-3304



12.5.2 if to the Brookfield Partnership:



Brookfield Infrastructure L.P.

Canon’s Court

22 Victoria Street,

Hamilton HM 12,

Bermuda
 

Attention: Secretary

Telecopier number: 441-298-3304



12.5.3 if to CanHoldco:



Brookfield Infrastructure Holdings (Canada) Inc.

Suite 300, Brookfield Place

181 Bay Street, Box 762,

Toronto, Ontario

M5J 2T3
 

Attention: Secretary

Telecopier number: 416-365-9642



12.5.4 if to US Holdco:



Brookfield Infrastructure Corporation

Three World Financial Centre

200 Vesey Street, 11th Floor

New York, NY

10281-1021



Attention:
President

Telecopier number: 212-417-7196



12.5.5 if to Cyprus Holdco:



Pineworld Limited

Julia House










 



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3 Themistocles Dervis Street

Nicosia, P.C. 1066, Cyprus
 

Attention: Secretary

Telecopier number: 357-22555001



12.5.6 if to Bermuda Holdco:



BIP Bermuda Holdings I Limited

Canon’s Court

22 Victoria Street,

Hamilton HM 12,

Bermuda
 

Attention: Secretary

Telecopier number: 441-298-3304



12.5.7 if to BAM:



Brookfield Asset Management Inc.

Suite 300, Brookfield Place

181 Bay Street, Box 762,

Toronto, Ontario

M5J 2T3
 

Attention: General Counsel

Telecopier number: 416-365-9642



12.5.8 if to the Canadian Manager:



Brookfield Infrastructure Group Inc.

Suite 300, Brookfield Place

181 Bay Street, Box 762,

Toronto, Ontario

M5J 2T3
 

Attention: Chief Executive Officer

Telecopier number: 416-365-9642



12.5.9 if to the International Manager:




Brookfield Asset Management Barbados Inc.

Cedar Court, 2nd Floor

Wildey Business Park

St. Michael, Barbados










 



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Attention:
Secretary

Telecopier number: 246-436-6960



12.5.10 if to the US Manager:



Brookfield Infrastructure Group Corporation

Three World Financial Centre

200 Vesey Street, 11th Floor

New York, NY

10281-1021



Attention:
President

Telecopier number: 212-417-7196




12.6 Further Assurances




          Each of the parties hereto will promptly do, make, execute or deliver, or cause to be done,
made, executed or delivered, all such further acts, documents and things as the other party hereto
may reasonably require from time to time for the purpose of giving effect to this Agreement and
will use reasonable efforts and take all such steps as may be reasonably within its power to
implement to their full extent the provisions of this Agreement.




12.7 Counterparts




          This Agreement may be signed in counterparts and each of such counterparts will constitute an
original document and such counterparts, taken together, will constitute one and the same
instrument.



[NEXT PAGE IS SIGNATURE PAGE]










 



 


          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above
written.




	 	 	 	 	 
	 	BROOKFIELD ASSET MANAGEMENT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Alan Dean 	 
	 	 	Title:  	Senior Vice President and Secretary 	 
	 
	 	BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner BROOKFIELD

INFRASTRUCTURE PARTNERS LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	Danesh Varma 	 
	 	 	Title:  	Director 	 
	 
	 	BROOKFIELD INFRASTRUCTURE L.P., by the general partner of its general partner,

BROOKFIELD INFRASTRUCTURE GENERAL PARTNER LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	Derek Pannell 	 
	 	 	Title:  	Director 	 
	 









 



 

	 	 	 	 	 
	 	BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Jack Sidhu 	 
	 	 	Title:  	Vice President 	 
	 
	 	BROOKFIELD INFRASTRUCTURE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Christopher Parker 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PINEWORLD LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	Soterakis Koupepides 	 
	 	 	Title:  	Director 	 
	 
	 	BIP BERMUDA HOLDINGS I LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	Jonathan Vanderkar 	 
	 	 	Title:  	Director 	 
	 
	 	BROOKFIELD INFRASTRUCTURE GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Jack Sidhu 	 
	 	 	Title:  	Vice President 	 
	 










 



 

	 	 	 	 	 
	 	BROOKFIELD INFRASTRUCTURE GROUP CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Christopher Parker 	 
	 	 	Title:  	Treasurer 	 
	 
	 	BROOKFIELD ASSET MANAGEMENT BARBADOS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	George Gleadall 	 
	 	 	Title:  	Director