exv4w3



 








 




BROOKFIELD ASSET MANAGEMENT INC.




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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.




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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.




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BROOKFIELD INFRASTRUCTURE L.P.




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BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.




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BROOKFIELD INFRASTRUCTURE CORPORATION




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PINEWORLD LIMITED




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BIP BERMUDA HOLDINGS I LIMITED



 




RELATIONSHIP AGREEMENT



 




December 4, 2007















 



 




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 1 
INTERPRETATION
	 	 	4	 
	 

	 	 	1.1	 	 	Definitions
	 	 	4	 
	 

	 	 	1.2	 	 	Headings and Table of Contents
	 	 	7	 
	 

	 	 	1.3	 	 	Gender and Number
	 	 	7	 
	 

	 	 	1.4	 	 	Invalidity of Provisions
	 	 	7	 
	 

	 	 	1.5	 	 	Entire Agreement
	 	 	7	 
	 

	 	 	1.6	 	 	Waiver, Amendment
	 	 	7	 
	 

	 	 	1.7	 	 	Governing Law
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 2 
INFRASTRUCTURE ACQUISITIONS
	 	 	8	 
	 

	 	 	2.1	 	 	Primary Vehicle
	 	 	8	 
	 

	 	 	2.2	 	 	Excluded Assets
	 	 	8	 
	 

	 	 	2.3	 	 	Co-investments with BAM; Joint Ventures, Consortium Arrangements
	 	 	8	 
	 

	 	 	2.4	 	 	No Exclusivity and Limitations on Acquisition Opportunities
	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 3 
VOTING
	 	 	11	 
	 

	 	 	3.1	 	 	Voting at the Direction of the Holding Entities
	 	 	11	 
	 

	 	 	3.2	 	 	Slate of Nominees and General Guidelines
	 	 	11	 
	 

	 	 	3.3	 	 	Operating Entities in Brazil
	 	 	11	 
	 

	 	 	3.4	 	 	Directing Entities
	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 4 
REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	 

	 	 	4.1	 	 	Representations and Warranties of BAM and the Managers
	 	 	12	 
	 

	 	 	4.2	 	 	Representations and Warranties of the Holding Entities
	 	 	12	 
	 

	 	 	4.3	 	 	Representations and Warranties of the BIP Partnership
	 	 	13	 
	 

	 	 	4.4	 	 	Representations and Warranties of the Brookfield Partnership
	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 5 
TERMINATION
	 	 	15	 
	 

	 	 	5.1	 	 	Term
	 	 	15	 
	 

	 	 	5.2	 	 	Termination
	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 6 
LIMITATION OF LIABILITY
	 	 	15	 
	 

	 	 	6.1	 	 	No Liability
	 	 	15	 
	 

	 	 	6.2	 	 	Maximum Liability
	 	 	15	 
	 

	 	 	6.3	 	 	Survival
	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE 7 
GENERAL PROVISIONS
	 	 	16	 
	 

	 	 	7.1	 	 	Limited Liability of Limited Partners of the BIP Partnership and Brookfield
Partnership
	 	 	16	 
	 

	 	 	7.2	 	 	Assignment
	 	 	16	 
	 

	 	 	7.3	 	 	Enurement
	 	 	16	 












 



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	 	 	7.4	 	 	Notices
	 	 	16	 
	 

	 	 	7.5	 	 	Further Assurances
	 	 	19	 
	 

	 	 	7.6	 	 	Counterparts
	 	 	19	 
	 

	 	 	7.7	 	 	Other Holding Entities
	 	 	19	 












 



 


RELATIONSHIP 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




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BROOKFIELD INFRASTRUCTURE GROUP INC. (the “Canadian
Manager”), a corporation existing under the laws of
Ontario




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




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BROOKFIELD ASSET MANAGEMENT BARBADOS INC. (the
“International Manager” and together with the
Canadian Manager and US Manager, the “Managers”), a
corporation existing under the laws of Barbados




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




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




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




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




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




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




RECITALS:




     A. Members of the BIP Group (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”);



     B. members of the BIP Group and members of the BAM Group (as defined below) have entered into
a number of agreements and arrangements in order to enable the BIP Group to be established and to
directly or indirectly hold interests in, or operate the Infrastructure Operations; and



     C. the BIP Partnership, the Brookfield Partnership, the Managers and BAM wish to enter into
this Agreement to govern certain aspects of the relationship among them and other members of the
BIP Group.



          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 “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;




1.1.2 “Agreement” means this Relationship 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









 



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Agreement and, except where the context otherwise requires, not to any particular article or
section thereof;




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




1.1.4 “BAM Group” means BAM, the Managers and any Affiliates of the foregoing, other than any
member of the BIP Group;




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




1.1.6 “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;




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




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




1.1.9 “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;




1.1.10 “Canadian Manager’ has the meaning assigned thereto in the preamble;




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




1.1.12 “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;




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




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




1.1.15 “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;









 



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1.1.16 “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;




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




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




1.1.19 “Liabilities” means any claims, liabilities, losses, damages, costs or expenses
(including legal fees) incurred 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 in respect of or arising from this Agreement;




1.1.20 “Master Services Agreement” means the agreement dated as of the date hereof among BAM,
the BIP Partnership, the Brookfield Partnership, the Service Recipients and the Managers;




1.1.21 “Managers” has the meaning assigned thereto in the preamble;




1.1.22 “Operating Entities” has the meaning assigned thereto in the Master Services
Agreement;




1.1.23 “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;




1.1.24 “Service Recipient” has the meaning assigned thereto in the Master Services Agreement;




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




1.1.26 “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;




1.1.27 “TBE Companies” means Empresa Amazonense de Transmissao de Energia S.A., Empresa Norte
de Transmissao de Energia S.A., Empresa Regional de Transmissao de Energia S.A., Empresa
Paraense de Transmissao de Energia S.A. and Empresa Catarinense de Transmissao de Energia
S.A.;




1.1.28 “Term” has the meaning assigned thereto in Section 5.1;









 



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




1.1.30 “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 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.




1.5 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.




1.6 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









 



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will any waiver of any provision of this Agreement constitute a continuing waiver unless
otherwise expressly provided.




1.7 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.




ARTICLE 2

INFRASTRUCTURE ACQUISITIONS




2.1 Primary Vehicle




          Subject to the other terms in this Article 2, each of BAM and the Managers acknowledges and
agrees that, during the Term, the BIP Group will serve as the primary vehicle through which
infrastructure related acquisitions will be made by BAM and its Affiliates on a global basis.




2.2 Excluded Assets




          Each of the BIP Partnership, the Brookfield Partnership and the Holding Entities acknowledges
and agrees that Section 2.1 will not apply to any acquisitions, and the BAM Group will not be
obligated to provide the BIP Group with opportunities:





2.2.1 real estate or renewable power assets in any geographic area; or




2.2.2 timberland assets in (i) the Provinces of Ontario, Quebec, New Brunswick, Nova Scotia,
Newfoundland or Prince Edward Island in Canada, or (ii) the States of Connecticut, Maine, New
Jersey, New Hampshire, Vermont, New York, Pennsylvania, Rhode Island or Massachusetts in the
United States.



2.3 Co-investments with BAM; Joint Ventures, Consortium Arrangements





2.3.1 Subject to Section 2.3.2, the parties acknowledge and agree that an integral part of
the BIP Group’s strategy is to participate with institutional investors in BAM sponsored or
co-sponsored consortiums for single asset acquisitions and as a partner in or alongside BAM
sponsored or co-sponsored partnerships that target acquisitions that suit the profile of the
BIP Group and that nothing herein is intended to limit the BAM Group from taking any actions
or entering into any arrangements in connection therewith.




2.3.2 Subject to Sections 2.2 and 2.4, each of BAM and the Managers agrees that it will not
and it will cause other members of the BAM Group not to sponsor any arrangement of the type
contemplated by Section 2.3.1 in the infrastructure sector that is suitable for the BIP Group
without also providing an appropriate member of the BIP Group with an opportunity to
participate in such arrangement. The parties acknowledge and agree that this commitment by
the BAM Group and the BIP Group’s ability to take advantage of the opportunities set out in
the foregoing sentence will be subject to a number of inherent limitations including those
set out in Section 2.4.









 



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2.4 No Exclusivity and Limitations on Acquisition Opportunities





2.4.1 Each of the BIP Partnership, the Brookfield Partnership and the Holding Entities
acknowledges and agrees that:




2.4.1.1 the BIP Group will not serve as the exclusive vehicle through which
infrastructure related acquisitions will be made by the BAM Group on a global basis,
no member of the BAM Group has any obligation to source acquisition opportunities
for any member of the BIP Group, nor has any member of the BAM Group agreed to
commit to any member of the BIP Group any minimum level of dedicated resources for
the pursuit of infrastructure related acquisitions;




2.4.1.2 subject to providing the BIP Group with the opportunity to participate on
the basis described in Section 2.3 above, (i) all members of the BAM Group are able
to pursue other business activities and provide services to third parties that
compete directly or indirectly with the BIP Group; (ii) members of the BAM Group
have established or advise, and may continue to establish or advise, other entities
that rely on the diligence, skill and business contacts of the BAM Group’s
professionals and the information and acquisition opportunities they generate during
the normal course of their activities; (iii) some of these other entities may have
objectives that overlap with the BIP Group’s objectives or may acquire
infrastructure assets or businesses that could be considered appropriate
acquisitions for the BIP Group; and (iv) members of the BAM Group may have greater
financial incentives to assist those other entities over the BIP Group;




2.4.1.3 the BIP Group may not have access to all infrastructure acquisitions
identified by the BAM Group;




2.4.1.4 the BIP Group’s ability to grow will depend on the BAM Group’s ability to
identify and present the BIP Group with acquisition opportunities;




2.4.1.5 there are a number of factors which could materially and adversely impact
the extent to which suitable acquisition opportunities are made available to the BIP
Group by the BAM Group, including:




2.4.1.5.1 there is no accepted industry standard for what constitutes
infrastructure;




2.4.1.5.2 members of the BAM Group may consider certain assets or operations
that have both real-estate related characteristics and infrastructure
related characteristics to be real estate and not infrastructure;




2.4.1.5.3 it is an integral part of the BAM Group’s (and the BIP Group’s)
strategy to pursue infrastructure acquisitions through consortium
arrangements with institutional investors, strategic partners or financial
sponsors and to form partnerships to pursue such acquisitions on a
specialized or global basis, and, notwithstanding Sections 2.1 and 2.3,









 



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there is no minimum level of participation to which the BIP Group is
entitled;




2.4.1.5.4 the same professionals within the BAM Group’s organization that
are involved in acquisitions that are suitable for the BIP Group are
responsible for the consortiums and partnerships referred to in the
immediately foregoing paragraph, as well as having other responsibilities
within the BAM Group’s broader asset management business, and the limits on
the availability of such individuals will likewise result in a limitation on
the availability of acquisition opportunities for the BIP Group;




2.4.1.5.5 the BAM Group will only recommend acquisition opportunities that
it believes, in its sole discretion, are suitable for the BIP Group.




2.4.1.5.6 the focus of the BIP Group is on opportunities where an
operations-oriented approach can be deployed to create value, and,
accordingly, opportunities that do not involve an active role in influencing
the underlying operating company or managing the underlying operations may
not be suitable for the BIP Group, even though they may be attractive from a
purely financial perspective, and legal, regulatory, tax and other
commercial considerations will likewise be an important consideration in
determining whether an opportunity is suitable and will limit the BIP
Group’s ability to participate in these more passive investments and may
limit the BIP Group’s ability to have more than 50% of its assets
concentrated in a single jurisdiction;




2.4.1.5.7 in addition to structural limitations, the question of whether a
particular acquisition is suitable is highly subjective and is dependent on
a number of factors including the BIP Group’s liquidity position at the
time, the risk profile of the opportunity, its fit with the balance of the
BIP Group’s then current operations and other factors; and




2.4.1.6 if either Manager determines or any other member of the BAM Group determines
that an opportunity is not suitable for the BIP Group, any member of the BAM Group
may still pursue such opportunity on its own behalf, or on behalf of a BAM sponsored
partnership or consortium and in making these determinations, the Managers or other
members of the BAM Group may be influenced by factors that result in a mis-alignment
or conflict of interest.




2.4.2 For purposes of this Section 2.4, references to the BAM Group will include any
director, officer, member, partner, shareholder or employee of any member of the BAM Group.




 











 





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ARTICLE 3

VOTING





	3.1	 	Voting at the Direction of the Holding Entities





          BAM agrees that it will and it will cause any other member of the BAM Group to vote or
otherwise exercise rights with respect to any Operating Entity (other than any of the TBE Companies
and subject to Section 3.3) that are held by entities over which it or any other member of the BAM
Group has Control are voted or exercised as follows:





3.1.1 in favour of the election of a director (or its equivalent) approved by the direct or
indirect Subsidiary of the Holding Entity through which the BIP Group’s interest in such
Operating Entity is held (the “Directing Entity”); and




3.1.2 in accordance with the direction of such Directing Entity with respect to the approval
or rejection of the following matters relating to the applicable Operating Entity:




3.1.2.1 any sale of all or substantially all of its assets;




3.1.2.2 any merger, amalgamation, consolidation, business combination or other
material corporate transaction, except in connection with any internal
reorganization that does not result in a change of control;




3.1.2.3 any plan or proposal for a complete or partial liquidation or dissolution,
or any reorganization or any case, proceeding or action seeking relief under any
existing laws or future laws relating to bankruptcy or insolvency;




3.1.2.4 any issuance of shares, units or other securities, including debt
securities; or




3.1.2.5 any commitment or agreement to do any of the foregoing.




	3.2	 	Slate of Nominees and General Guidelines





          For purposes of Section 3.1, the applicable Directing Entity may maintain, from time to time,
an approved slate of nominees or provide written direction to BAM with respect to the approval or
rejection of any matter in the form of general guidelines, policies or procedures in which case no
further approval or direction will be required. Any such general guidelines, policies or
procedures may be modified by the relevant Directing Entity in its discretion.





	3.3	 	Operating Entities in Brazil





          Each of the BIP Partnership, the Brookfield Partnership and the Holding Entities acknowledges
that, by virtue of BAM’s unique circumstances in Brazil, BAM may require that it be directly
responsible for the conduct and governance of Operating Entities in Brazil in which any member of
the BIP Group has an interest and that, accordingly, in addition to the TBE Companies, BAM reserves
the right to designate other Operating Entities in Brazil as being exempted from the requirements
of Section 3.1.




 









 








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	3.4	 	Directing Entities





          Each of the parties to this Agreement acknowledges and agrees that the Directing Entities will
execute (and, if applicable, any party to this Agreement shall cause a Directing Entity to
execute), upon request, a counterpart of this Agreement agreeing to be bound by the terms of this
Agreement.




ARTICLE 4

REPRESENTATIONS AND WARRANTIES





	4.1	 	Representations and Warranties of BAM and the Managers





          Each of BAM and each of the Managers hereby represents and warrants to each of the BIP
Partnership, the Brookfield Partnership and the Holding Entities that:





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




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




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




4.1.4 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;




4.1.5 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




4.1.6 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.




	4.2	 	Representations and Warranties of the Holding Entities





          Each of the Holding Entities hereby represents and warrants to each of BAM and each of the
Managers that:





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



 









 






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




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




4.2.4 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;




4.2.5 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




4.2.6 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.




	4.3	 	Representations and Warranties of the BIP Partnership





          The Managing General Partner, in its capacity as the general partner of the BIP Partnership
hereby represents and warrants to BAM that:





4.3.1 each of the BIP Partnership and the Managing General Partner is validly organized and
existing under the relevant laws governing its formation and existence;




4.3.2 the Managing General Partner has the power, capacity and authority to enter into this
Agreement and to perform its duties and obligations hereunder on behalf of the BIP
Partnership;




4.3.3 the Managing General Partner has taken all necessary action to authorize the execution,
delivery and performance of this Agreement on behalf of the BIP Partnership;




4.3.4 the execution and delivery of this Agreement by the Managing General Partner on behalf
of the BIP Partnership and the performance by the BIP Partnership of its obligations
hereunder do not and will not contravene, breach or result in any default under the
organizational documents of the Managing General Partner or BIP Partnership, as applicable;




4.3.5 no authorization, consent or approval, or filing with or notice to any Person is
required in connection with the execution, delivery or performance by the Managing General
Partner on behalf of the BIP Partnership of this Agreement; and



 









 






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4.3.6 this Agreement constitutes a valid and legally binding obligation of the BIP
Partnership 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.




	4.4	 	Representations and Warranties of the Brookfield Partnership





          The Infrastructure General Partner, in its capacity as the general partner of Infrastructure
GP LP, the general partner of the Infrastructure Partnership hereby represents and warrants to BAM
that:





4.4.1 each of the Infrastructure General Partner and the Infrastructure Partnership is
validly organized and existing under the relevant laws governing its formation and existence;




4.4.2 the Infrastructure General Partner has the power, capacity and authority to enter into
this Agreement and to perform its duties and obligations hereunder on behalf of the
Infrastructure Partnership;




4.4.3 the Infrastructure General Partner has taken all necessary action to authorize the
execution, delivery and performance of this Agreement on behalf of the Infrastructure
Partnership;




4.4.4 the execution and delivery of this Agreement by the Infrastructure General Partner on
behalf of the Infrastructure Partnership and the performance by the Infrastructure
Partnership of its obligations hereunder do not and will not contravene, breach or result in
any default under the organizational documents of the Infrastructure General Partner,
Infrastructure GP LP or the Infrastructure Partnership, as applicable;




4.4.5 no authorization, consent or approval, or filing with or notice to any Person is
required in connection with the execution, delivery or performance by the Infrastructure
General Partner on behalf of the Infrastructure Partnership of this Agreement; and




4.4.6 this Agreement constitutes a valid and legally binding obligation of the Infrastructure
Partnership 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.



 









 






-15-




ARTICLE 5

TERMINATION





	5.1	 	Term





          The term of this agreement (“Term”) will begin on the Effective Date and will continue in full
force and effect until terminated in accordance with Section 5.2.




5.2 Termination




          The rights and obligations of the parties to this Agreement will terminate and no longer be of
any effect concurrently with the termination of the Master Services Agreement in accordance with
the terms of the Master Services Agreement.




ARTICLE 6

LIMITATION OF LIABILITY





	6.1	 	No Liability





          Each of the BIP Partnership, the Brookfield Partnership and the Holding Entities hereby agrees
that no member of the BAM Group, nor any director, officer, agent, member, partner, shareholder or
employee of any member of the BAM Group, will be liable to any member of the BIP Group or any
Governing Body, member of any Governing Body, officer, security holder or partner of any member of
the BIP Group for any Liabilities that may occur as a result of any acts or omissions by any member
of the BAM Group 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 a BAM Group member’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.





	6.2	 	Maximum Liability





          The parties acknowledge and agree that the maximum amount of the aggregate liability of any
member of the BAM Group and any Affiliate, director, officer, employee, contractor, agent, advisor
or other representative of any member of the BAM 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 the Master Services Agreement.





	6.3	 	Survival





          The provisions of this Article 6 will survive the termination of this Agreement.




 









 






- 16 -




ARTICLE 7

GENERAL PROVISIONS




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



          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.





	7.2	 	Assignment






7.2.1 None of the rights or obligations hereunder shall be assignable or transferable by any
party without the prior written consent of the other party.




7.2.2 Any purported assignment of this Agreement in violation of this Article 7 shall be null
and void.




	7.3	 	Enurement





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





	7.4	 	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:




 









 






-17-




	 	 	 	 	 	 	 	 	 
	 

	 	 	7.4.1	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.2	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.3	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.4	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.5	 	 	If to Cyprus Holdco:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Pineworld Limited

Julia House	 	 






 









 






-18-




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	3 Themistocles Dervis Street 

Nicoasia, P.C. 1066, Cyprus
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: Secretary

Telecopier number: 357-22555001	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.6	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.7	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.8	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.9	 	 	if to the US Manager:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Brookfield Infrastructure Group Corporation

Three World Financial Centre

200 Vesey Street, 11th Floor

New York, NY

10281-1021	 	 











 









 





 -
19 -



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: President

Telecopier number: 212-417-7196
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.4.10	 	 	if to the International Manager:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Brookfield Asset Management Barbados Inc. 

Cedar Court, 2nd Floor 

Wildey Business Park 

St. Michael, Barbados	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: Secretary

Telecopier number: 246-436-6960	 	 







	7.5	 	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.





	7.6	 	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.






	7.7	 	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.




[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 GROUP INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Jack Sidhu
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	BROOKFIELD INFRASTRUCTURE GROUP CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Christopher Parker
	 

	 	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,
	 
	 	 	 	 
	 

	 	By:
	 	BROOKFIELD INFRASTRUCTURE
	 

	 	 	 	PARTNERS LIMITED, its general
partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Derek Pannell
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	BROOKFIELD INFRASTRUCTURE L.P.
	 
	 	 	 	 
	 

	 	By:
	 	BROOKFIELD INFRASTRUCTURE
	 

	 	 	 	GP L.P., its general partner
	 
	 	 	 	 
	 

	 	By:
	 	BROOKFIELD INFRASTRUCTURE
	 

	 	 	 	GENERAL PARTNER LIMITED, its
	 

	 	 	 	general partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Danesh Varma
	 

	 	 	 	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 ASSET MANAGEMENT BARBADOS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: George Gleadall
	 

	 	 	 	Title: Director