exv4w6



 





Exhibit 4.6




MASTER PURCHASE AGREEMENT




THIS AGREEMENT is made the 18th day of June, 2007




B E T W E E N:



Brookfield Infrastructure Partners L.P., a limited partnership formed under the laws of Bermuda



(together with its general partner, Brookfield Infrastructure Partners Limited, hereinafter called “BIP”)



- and -



Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario



(hereinafter called “BAM”)




RECITALS:





	A.	 	the Board of Directors of BAM has determined that in order to further the development of its
asset management platform, it is desirable to undertake the transactions contemplated in the
draft prospectus and registration statement attached hereto as Schedule 1 (the “Prospectus”)
in order to launch BIP as a public issuer;






	B.	 	the Board of Directors of BAM has determined that units of BIP are to be distributed to
holders of BAM’s Class A limited voting shares and Class B limited voting shares as a dividend
in specie (the “Spin-off”) as contemplated in the Prospectus;






	C.	 	BIP will be a limited partner of a newly formed limited partnership to be formed under the
laws of Bermuda (“Infrastructure Partnership”);






	D.	 	the initial indirect operations and investments of Infrastructure Partnership are currently
owned indirectly by BAM, and will be transferred to Infrastructure Partnership prior to
closing of the Spin-off (the “reorganization”) as contemplated in the Prospectus;






	E.	 	BIP is intending to file the Prospectus in Canada and a registration statement on Form 20-F
incorporating the contents of the Prospectus in the United States; and






	F.	 	the board of directors of Brookfield Infrastructure Partners Limited (the “Managing General
Partner”) has determined that it is desirable for BIP to enter into this agreement to evidence
its agreement with BAM regarding the reorganization.





 









 





     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.	 	Interpretation






	 	 	 	In this Agreement, the following terms shall have the following meanings:
	 
	 	1.1	 	“Agreement” means this master purchase agreement as it may be amended or restated;
	 
	 	1.2	 	“current operations” has the meaning given to it in Schedule 2; and
	 
	 	1.3	 	“Ontario transmission operations” has the meaning given to it in Schedule 2;
	 
	 	 	 	Other capitalized terms that are not defined herein have the meaning given to them in the
Prospectus.






	2.	 	Agreement to Purchase the Current Operations






	 	 	 	Upon the terms and subject to the conditions herein, BIP and BAM agree that:
	 
	 	2.1	 	Infrastructure Partnership will acquire from BAM, directly or indirectly, the current
operations; and
	 
	 	2.2	 	BIP will acquire from BAM, directly or indirectly, its approximate 60% limited
partnership interest in the Infrastructure Partnership in exchange for an equivalent number
of limited partnership units of BIP.






	3.	 	Definitive Agreements






	 	3.1	 	Closing of the transactions contemplated by this Agreement are subject to the parties
(or related entities) entering into definitive acquisition agreements to give effect to the
transactions.
	 
	 	3.2	 	The definitive acquisition agreements will contain the representations and warranties
described below and other provisions such as, covenants, indemnification and other
provisions which are acceptable to the parties and which are customarily found in purchase
agreements of the kind contemplated by this Agreement, including the following:






	 	3.2.1 Purchase Price: The purchase price for the current operations will be
the fair market value thereof, and, except for the purchase of Ontario transmission
operations,




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	 	will be satisfied by Infrastructure Partnership directly or indirectly issuing
equity to BAM. The purchase price for the Ontario transmission operations will be
satisfied by the payment of cash and the assumption of C$120 million of debt (such
cash to be funded by BAM as part of the reorganization).






	 	3.2.2 Representations and warranties. The acquisition agreements will
contain representations and warranties concerning (i) organization and good
standing, (ii) the authorization, execution, delivery and enforceability of the
agreement and all agreements executed in connection therewith, and (iii) title to
the securities being transferred to Infrastructure Partnership. The agreements will
not contain representations relating to the underlying assets and operations. The
representations and warranties of BAM will survive for a period of 18 months from
the closing of the Spin-off.
	 
	 	3.2.3 Indemnity. The aggregate maximum liability of BAM under its
representations, warranties and indemnities will be limited, without duplication, to
the purchase price for the applicable interest.
	 
	 	3.2.4 Conditions to Closing. The completion of the closing of the
transaction will be subject to, inter alia, the satisfaction or waiver by the
parties of the following conditions:






	 	3.2.4.1	 	A receipt having been received for the final prospectus of BIP.
	 
	 	3.2.4.2 The declaration of effectiveness by the United States Securities and
Exchange Commission of BIP’s registration statement having been received.
	 
	 	3.2.4.3	 	Approval having been obtained for the listing of the units of BIP on
the New York Stock Exchange.
	 
	 	3.2.4.4	 	All consents having been obtained and documentation entered into
with respect to the transactions contemplated hereby.
	 
	 	3.2.4.5	 	All regulatory approvals having been obtained.
	 
	 	3.2.4.6 There not having been threatened, instituted or pending any action
or proceeding by any governmental entity, or by any other person in any
jurisdiction before any governmental entity, (i) challenging or seeking to
cease trade, or make




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	 	illegal, or delay or otherwise directly or indirectly restrain or prohibit
the Spin-off, or (ii) that otherwise, in the sole judgment of BAM, acting
reasonably, has or may have a material adverse effect on the trading in, or
the value of, the units of BIP.






	 	3.2.4.7 There not having occurred any change (including any proposal to
amend applicable legislation or any announcement, governmental or regulatory
initiative, issue of an interpretation bulletin, condition, event or
development involving a prospective change) that, in the sole judgment of
BAM, , is detrimental to BAM or BIP or adversely affects the consequences of
the Spin-off for BAM’s shareholders, generally.







	 
	 	3.2.5 Closing: Subject as provided in the following sentence, the closing
of the transaction will be completed on or before the day on which the trading of
the units of BIP begins on the New York Stock Exchange. The closing of the
acquisition of the Ontario transmission operations will be completed within 30 days
(or such shorter period as the parties may agree upon) of (i) all approvals to be
received from the Ontario Energy Board approving the purchase and sale having been
obtained, and (ii) the satisfaction or waiver by both parties of the other
conditions precedent to the transaction.






	4.	 	Expenses





     Except as otherwise contemplated by a definitive agreement, BAM will be responsible for the
expenses of the Spin-off and the reorganization, including any sales and goods and services taxes
payable in respect of the transactions contemplated hereby.




	5.	 	Currency





     Except where otherwise expressly provided, all amounts in this Agreement are stated and shall
be paid in United States dollars.




	6.	 	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



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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.	 	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 assigns.




	8.	 	Limited Liability





     Brookfield Infrastructure Partners L.P. is a limited partnership formed under the laws of
Bermuda, a limited partner of which is only liable for any of its liabilities or any of its losses
to the extent of the amount that the limited partner has contributed or agreed to contribute to its
capital and the limited partner’s pro rata share of any undistributed income.




	9.	 	Governing Law





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




	10.	 	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.



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IN WITNESS WHEREOF the parties hereto have executed this agreement.




	 	 	 	 	 
	 	BROOKFIELD INFRASTRUCTURE PARTNERS 

L.P., by its general partner, BROOKFIELD

INFRASTRUCTURE PARTNERS LIMITED

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	BROOKFIELD ASSET MANAGEMENT INC. 

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





SCHEDULE 1




Draft Prospectus




 









 






SCHEDULE 2




Current Operations



Electricity Transmission




	 	 	 	 	 
	 	 	 	 	Ownership
	Location	 	Description	 	Interest/Percentage
	Chile

	 	8,279 km of
transmission lines
that serve 98% of the
population of the
country; which
include 100% of
Chile’s 500 kV
transmission lines,
the highest voltage
lines in the country,
and approximately 46%
of the high voltage
lines between 110 kV and 500 kV in Chile
	 	17.9% interest in Transelec Chile S.A.
	 
	 	 	 	 
	Brazil

	 	over 2,100 km of
transmission lines
with one transmission
line located in the
south and the
remaining four lines
located in the
northeast. Four of
the lines are rated
at 500 kV and one
line is rated at 230
kV. The transmission
lines were recently
completed and began
service between 2002
and 2005
	 	interests which range
from 7.5% to 25% in
various transmission
operations of
Transmissions
Brasilerias De
Energica companies
	 
	 	 	 	 
	Canada

	 	approximately 550 km
of 44 kV to 230 kV
transmission lines
that comprise a
critical component of
Ontario’s
transmission system
that connects
generators in
northern Ontario to
demand in Southern
Ontario. The system
facilities are
located over a 14,000
km2 area
north and east of
Sault Ste. Marie,
Ontario, Canada (the
“Ontario transmission
operations”)
	 	 100% 





Timber




	 	 	 	 	 
	Location	 	Description	 	Ownership Percentage
	Coastal British 

Columbia, Canada

	 	Approximately 634,000
acres of freehold
timberlands located
principally on
Vancouver Island with
an estimated mature
merchantable
inventory of 58.0
million
m3,
primarily made up of
high value
Douglas-fir, hemlock
and cedar with a
long-run sustainable
yield of 1.8 million
m3 and
approximately 33,625
acres of HBU
properties
	 	37.5% of Island
Timberlands Limited
Partnership
	 
	 	 	 	 
	Oregon and
Washington, United
States

	 	Approximately 588,000
acres of freehold
timberlands in Oregon
and Washington with
an estimated standing
inventory of 37.5
million
m3,
primarily made up of
high value
Douglas-fir with a
long-run sustainable
yield of 2.4 million
m3
	 	30% of Longview
Timber Holdings,
Corp.





Other




     Loan receivable of £25 million issued by ADI Finance 1 Limited on August 25, 2006.