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SUMMARY OF PRINCIPAL TERMS OF THE PAYMENT IN KIND AGREEMENT




	 	 	 
	1.   Parties

	 	Brookfield Brasil TBE Participações Ltda., a company incorporated under
the laws of Brazil, with registered office at Praça Floriano, No. 19, suite
1101 — part, Rio de Janeiro/RJ, taxpayer roll No. 08.900.077/0001-20 (“Brookfield
TBE”); and
	 
	 	 
	 

	 	Brascan Brasil Ltda., a company incorporated under the laws of Brazil,
with registered office at Av. Almirante Barroso, No. 52, suite 1301, Rio de
Janeiro/RJ, taxpayer roll No. 34.268.326/0001-16 (“Brascan”).
	 
	 	 
	2.   Date of Execution

	 	November 5, 2007.
	 
	 	 
	3.   Whereas

	 	(i)   In August 14, 2006, Brascan and
Brascan Brazil Ltd., a company duly
organized under the laws of Cayman
Islands, executed a loan agreement
pursuant which Brascan received a sum of
US$164.000.000,00 (“Loan Agreement”);
and

	 
	 	 
	 

	 	(ii)  On November 5, 2007 Brascan Brazil
Ltd. assigned its credits deriving from
the Loan Agreement to Brookfield TBE, as
payment of the capital increase made by
BBL in Brookfield TBE.

	 
	 	 
	4.   Scope

	 	As a payment in kind of the Loan Agreement, Brascan transfers to
Brookfield TBE the total amount of shares
that Brascan owns in the following
companies: Empresa Catarinense de
Transmissão de Energia S.A. (“ECTE”),
Empresa Amazonense de Transmissão de
Energia S.A. (“EATE”), Empresa Paraense
de Transmissão de Energia S.A (“ETEP”),
Empresa Norte de Transmissão de Energia
S.A (“ENTE”) and Empresa Regional de
Transmissão de Energia S.A. (“ERTE”)
(severally referred as “TBE Shares”), in
accordance with the proportion below:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Companies	 	Number of	 	Amount	 	Number	 	Amount
	 	 	Common	 	correspondent	 	of	 	correspondent to
	 	 	Shares	 	to the debt paid	 	Preferred	 	the debt paid in
	 	 	 	 	in R$ (A)	 	Shares	 	R$ (B)
	 
	ECTE
	 	 	3.156.974	 	 	 	14.445.464,15	 	 	 	 	 	 	 	 	 
	EATE
	 	 	22.999.850	 	 	 	105.241.129,19	 	 	 	5.437.828	 	 	 	24.882.038,75	 
	ETEP
	 	 	6.749.850	 	 	 	30.885.498,65	 	 	 	1.436.614	 	 	 	6.573.559,38	 
	ENTE
	 	 	18.503.988	 	 	 	84.669.273,57	 	 	 	 	 	 	 	 	 
	ERTE
	 	 	4.293.748	 	 	 	19.647.036,30	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	55.704.410.410	 	 	 	254.888.401,86	 	 	 	6.874.442	 	 	 	6.573.559,38	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	286.343.999,99	 
	(A) + (B)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
















 






	 	 	 
	5.   Representations and

Warranties

	 	5.1 Representations and Warranties of Brascan. Brascan represents and warrants to Brookfield TBE as follows:
	 
	 	 
	 

	 	a.       Organization and Corporate Power.
Brascan is a corporation duly organized,
validly existing and in good standing
under the laws of the jurisdiction of its
formation. Brascan has all requisite
legal power to execute and deliver this
Agreement and to carry out and perform
its obligations under the terms of this
Agreement.
	 
	 	 
	 

	 	b.        Authorization. All actions on the
part of Brascan necessary for the
authorization, execution, delivery and
performance of this Agreement and any
other documents and agreements deriving
from or in connection with this Agreement
and the authorization, transfer and
delivery of the Shares have been taken.
This Agreement has been duly and validly
executed and delivered by Brascan, and
constitutes a valid and binding agreement
of Brascan, enforceable against Brascan
in accordance with its terms except that
such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization,
moratorium or other similar laws
affecting or relating to the enforcement
of creditors’ rights generally and (ii)
general equitable principles.
	 
	 	 
	 

	 	c.        Title and Related Matters.
	 
	 	 
	 

	 	(i) Ownership of Shares. Brascan legally
and validly owns the issued and
outstanding TBE Shares.
	 
	 	 
	 

	 	(ii) Transfer. Brascan hereby transfers
to Brookfield TBE good title to the TBE
Shares, free and clear of all options,
pledges, security interests, liens or
other encumbrances.
	 
	 	 
	 

	 	5.2 Representations and Agreements of
Brookfield TBE. Brookfield TBE
represents and warrants to Brascan as
follows:
	 
	 	 
	 

	 	a.        Organization and Power. Brookfield
TBE is a corporation duly organized,
validly existing and in good standing
under the laws of the jurisdiction of its
formation. Brookfield TBE has all
requisite legal power to execute and
deliver this Agreement and to carry out
and perform its obligations under the
terms of this Agreement.
	 
	 	 
	 

	 	b.        Authorization. All actions on the
part of Brookfield TBE necessary for the
authorization, execution, delivery, and
performance of this Agreement and any
other documents and agreements deriving
from or in connection with this Agreement
have been taken. This Agreement has been
duly and validly executed and delivered
by Brookfield TBE and constitutes a valid
and binding agreement of Brookfield TBE,
enforceable against Brookfield TBE in
accordance with its terms except that
such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization,
moratorium or other similar laws
affecting or relating to the enforcement
of creditors’ rights generally and (ii)
general equitable principles.
















 






	 	 	 
	6.   Survival

	 	6.1 Survival. The representations, warranties, covenants and agreements of
the parties hereto contained in this Agreement or in any certificate or other
writing delivered pursuant hereto or in connection herewith shall survive for a
period of eighteen (18) months after the date that Brookfield Asset Management
Inc., a company organized under Canadian law, with head-offices at BCE Place,
Suite 300, 181 Bay Street, Toronto, ON M5J 2T3, Canada, issues units of
Brookfield Infrastructure Partners L.P., as dividends to its shareholders.
	 
	 	 
	7.   Indemnification

	 	7.1 Indemnification. From and after this Date, Brascan agrees to pay and to
indemnify fully, hold harmless and defend Brookfield TBE and its Affiliates,
respective agents, directors, officers, employees, consultants, representatives,
successors and assigns, from and against any and all claims and/or liabilities,
damages, penalties, judgments, assessments, losses, liens, costs and
expenses, including attorneys’ fees, resulting from acts, facts or omissions
(collectively, “Damages”) arising out of:
	 
	 	 
	 

	 	a.        any inaccuracy or breach of any representation or warranty of any of
Brascan contained in this Agreement; and/or
	 
	 	 
	 

	 	b.        any breach of any covenant or agreement of any of Brascan contained in
this Agreement.
	 
	 	 
	 

	 	7.2 Maximum Liability. The aggregate maximum liability of Brascan deriving
from or arising out of Damages, as provided for in Section 7.1, is limited
to the TBE Shares transfer price, equivalent to R$286.343.999,99.
	 
	 	 
	8.   Discharge

	 	8.1 Discharge. Pursuant to this Agreement and in consideration for the transfer of
the TBE Shares herein provided for, and the transfer of TBE Shares in the
corporate books of TBE, Brookfield TBE hereby fully and irrevocably releases and
discharges Brascan from any and all of its obligation in connection with the Debt.
	 
	 	 
	9.   Disputes

	 	9.1 The courts of City of Rio de Janeiro, Estado do Rio de Janeiro shall have
jurisdiction to hear and determine any suit, action or proceedings, and to
settle any disputes, which arise out of or in connection with this Agreement, and
for such purposes, the Parties irrevocably submit to the jurisdiction of such courts.







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