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DEBT PURCHASE AGREEMENT




B E T W E E N:




	 	 	 
	 

	 	BRASCAN (US) CORPORATION, a corporation incorporated under the
laws of the State of Delaware
	 
	 	 
	 

	 	(hereinafter called “Brascan”)
	 
	 	 
	 

	 	- and -
	 
	 	 
	 

	 	BROOKFIELD INFRASTRUCTURE CORPORATION, a
corporation incorporated under the laws of the State of Delaware
	 
	 	 
	 

	 	(hereinafter called “US Holdco”)






RECITALS:





	A.	 	Brascan is a lender under the $200,000,000 Amended and Restated Credit Agreement among
Longview Timber Holdings, Corp. (“Longview”), Brookfield Longview Holdings LLC, the lenders
from time to time party thereto and Brascan, as administrative agent dated September 14, 2007
(the “Credit Agreement”), and wishes to assign and to transfer to US Holdco $60 million of the
loan provided under the Credit Agreement, including any rights , interests, or obligations
associated with such portion of the loan including accrued interest; and






	B.	 	in connection with the establishment of Brookfield Infrastructure Partners L.P. (“BIP”), a
publicly-traded global infrastructure partnership, and the special dividend of units of BIP to
holders of Class A limited voting shares and Class B limited voting shares of Brookfield Asset
Management Inc. (the “Spin-off”), Brascan wishes to sell and US Holdco wishes to purchase the
Debt.





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





	1.	 	Purchase and Sale





          Brascan agrees to sell and US Holdco agrees to purchase all of Brascan’s right, title and
interest in and to the Debt on the terms and conditions contained herein on the date of



 









 







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this agreement or such other date and time as the Brascan and US Holdco may agree (the
“Closing Date”).





	2.	 	Purchase Price





          The purchase price of the Debt shall be equal to the value of the Debt, including Brascan’s
entitlement to any accrued interest under the Credit Agreement, which is equal to US$63,900,000.
The purchase price shall be satisfied by the payment of US$63,900,000 million in cash to Brascan
(the “Consideration”).





	3.	 	Representations and Warranties of Brascan





          Brascan represents and warrants to US Holdco that:





3.1 Brascan is duly incorporated and validly existing under the laws of the State of
Delaware;




3.2 Brascan has the corporate power and capacity to enter into, and to perform its
obligations under, this Agreement;




3.3 the execution, delivery and performance of this Agreement and all agreements executed in
connection therewith have been duly authorized by all necessary corporate action on the part
of Brascan ;




3.4 this Agreement and all agreements executed in connection therewith are valid and binding
obligations of Brascan, enforceable in accordance with their terms, subject to the usual
exceptions as to bankruptcy and the availability of equitable remedies; and




3.5 on the Closing Date, Brascan will have good and marketable title to the Debt, and the
full legal right, power and authority to sell and transfer the Debt to US Holdco free and
clear of all liens, charges, encumbrances and adverse claims.




	4.	 	Representations and Warranties of US Holdco





          US Holdco represents and warrants to Brascan that:




 









 








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4.1 US Holdco is duly incorporated and validly existing under the laws of the State of
Delaware;




4.2 US Holdco has the corporate power and capacity to enter into, and to perform its
obligations under, this Agreement;




4.3 the execution, delivery and performance of this Agreement and all agreements executed in
connection therewith have been duly authorized by all necessary corporate action on the part
of US Holdco; and




4.4 this Agreement and all agreements executed in connection therewith are valid and binding
obligations of US Holdco , enforceable in accordance with their terms, subject to the usual
exceptions as to bankruptcy and the availability of equitable remedies.




	5.	 	Survival





          The representations and warranties of Brascan and US Holdco will survive for a period of 18
months from the Spin-off.





	6.	 	Indemnity





          Brascan shall indemnify and save US Holdco harmless for and from any loss, damages or
deficiencies suffered by US Holdco as a result of any breach of any representation or warranty on
the part of Brascan contained in this Agreement or in any certificate or document delivered
pursuant to or contemplated by this Agreement, including all claims, demands, costs and expenses,
including legal fees, in respect of the foregoing.




          US Holdco shall indemnify and save Brascan harmless for and from any loss, damages or
deficiencies suffered by Brascan as a result of any breach of any representation or warranty on the
part of US Holdco contained in this Agreement or in any certificate or document delivered pursuant
to or contemplated by this Agreement, including all claims, demands, costs and expenses, including
legal fees, in respect of the foregoing.




 









 








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	7.	 	Limitation of Liability





          The aggregate maximum liability of Brascan under its representations, warranties and
indemnities under this Agreement will be limited, without duplication, to the amount of the
Consideration.





	8.	 	Conditions to Closing





          The completion of the closing of the transactions contemplated herein will be subject to the
satisfaction or waiver by the parties of the following conditions:





8.1 all consents and approvals having been obtained with respect to the transactions
contemplated hereby; and




8.2 all documentation, including the Assignment and Assumption Agreement attached as Exhibit
A to the Credit Agreement, having been entered into in respect of the transactions
contemplated hereby.




	9.	 	Closing Procedure





          On the Closing Date, Brascan shall execute and deliver to US Holdco all such documents,
certificates and instruments and do all such other acts and things as US Holdco may consider
necessary or desirable, acting reasonably, to effectively transfer and assign the Debt to US Holdco
and to deliver possession thereof to US Holdco and US Holdco shall issue the Consideration to
Brascan.





	10.	 	Further Assurances





          Each of the parties hereto shall 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
shall 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.




 









 








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	11.	 	Successors and Assigns





          No party may assign its right or benefits under this Agreement without the prior written
consent of the other party hereto. This provisions of this Agreement shall enure to the benefit of
and be binding on the parties to this Agreement and their respective successors and permitted
assigns.





	12.	 	Governing Law





          This agreement shall be governed by and construed in accordance with the laws of the State of
New York and the laws of the United States applicable therein.





	13.	 	Counterparts





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




[NEXT PAGE IS SIGNATURE PAGE]




 









 








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          IN WITNESS WHEREOF the parties hereto have executed this agreement.




          DATED: November 20, 2007.




	 	 	 	 	 	 	 
	 	 	BRASCAN (US) CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	by:	 	 	 	 
	 

	 	 	 	 

Name: Christopher P. Parker
	 	 
	 

	 	 	 	Title: Treasurer	 	 






	 	 	 	 	 	 	 
	 	 	BROOKFIELD INFRASTRUCTURE

CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	by:	 	 	 	 
	 

	 	 	 	 

Name: Christopher P. Parker
	 	 
	 

	 	 	 	Title: Treasurer