EX-10.11


  
  Exhibit 10.11
 
 BIF
III NORONHA AIV LLC 
- and - 
BIP NORONHA AIV LLC 
- and - 
BROOKFIELD INFRASTRUCTURE CORPORATION
 VOTING AGREEMENT
 Effective
March 30, 2020
 


	TABLE OF CONTENTS
	 	 
	ARTICLE 1 INTERPRETATION	2
	1.1 Definitions	2
	1.2 Headings and Table of Contents	3
	1.3 Interpretation	3
	1.4 Invalidity of Provisions	4
	1.5 Entire Agreement	4
	1.6 Waiver Amendment	4
	1.7 Governing Law	5
	ARTICLE 2 VOTING	5
	2.1 Voting at the Direction of BIPC	5
	2.2 General Guidelines	5
	2.3 Standard of Care	6
	ARTICLE 3 REPRESENTATIONS AND WARRANTIES	6
	3.1 Representations and Warranties of BIF III AIV	6
	3.2 Representations and Warranties of BIP AIV	7
	3.3 Representations and Warranties of BIPC	7
	ARTICLE 4 TERMINATION	8
	4.1 Term	8
	4.2 Termination	8
	ARTICLE 5 GENERAL PROVISIONS	8
	5.1 Assignment	8
	5.2 Enurement	9
	5.3 Notices	9
	5.4 Further Assurances	10
	5.5 Counterparts	10

 - i -
 

VOTING AGREEMENT
 THIS AGREEMENT made effective as of the 30th day of March, 2020.
 AMONG:

BIF III NORONHA AIV LLC 
("BIF III AIV")
 - and -
 BIP NORONHA AIV
LLC 
("BIP AIV")
 - and -
 BROOKFIELD INFRASTRUCTURE CORPORATION
("BIPC")

RECITALS:
 A. WHEREAS, BIF III AIV and BIP AIV
own approximately 74.69% and 25.31%, respectively, of the limited liability company interests (the "LLC Interests") of ValveCo (BIII) LLC ("ValveCo");
 B. AND WHEREAS, ValveCo has entered into the Master Governance Agreement with each of PipeCo (B) LLC, GasCo (S) LLC and LineCo (C) LLC (together with ValveCo,
collectively, the "Companies"), which governs, among other things, certain voting arrangements relating thereto;
 C. AND WHEREAS, that certain voting agreement by and among Brookfield Infrastructure Partners L.P. ("BIP"), BIF III AIV and BIP AIV, dated April 4, 2017 is being
terminated effective as of the date hereof upon BIP ceasing to own, directly or indirectly, through wholly-owned Affiliates of BIP or Brookfield Infrastructure L.P., any interest in ValveCo pursuant to Section 4.2 thereof;

D. AND WHEREAS, BIF III AIV and BIP AIV have each determined that it is necessary and
advisable for BIPC or BIPC's designated Affiliates, each an affiliate of BIF III AIV and BIP AIV, to have control over the voting of the LLC Interests and voting interests of the Companies;

E. AND WHEREAS, BIF III AIV, BIP AIV and BIPC wish to enter into this Agreement to
govern their relationship with respect to the voting of the LLC Interests and voting interests of the Companies;
 NOW THEREFORE, effective as of the Effective Date, in consideration of one
dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree, each with the other, as follows:


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 ARTICLE
1
INTERPRETATION
 1.1 Definitions

In this Agreement, except where the context otherwise requires, the following terms will have the following meanings:
 (a) "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;
 (b) "Agreement" means this Voting
Agreement;
 (c) "BIF III Funds" has the meaning ascribed thereto in Section 2.3.

(d) "BIF III GP" has the meaning ascribed thereto in Section 2.3.

(e) "Business Day" means every day except a Saturday or Sunday, or a day which is a
statutory or civic holiday in the State of Delaware;
 (f) "Control" means the control
by 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 or the manager of B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and, for greater certainty and without limitation, if A owns or has control over shares or other securities to which
are attached 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; and the term
"Controlled" has the corresponding meaning;
 (g) "Effective Date" means March 30,
2020;
 (h) "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), director(s) or managing partner(s) of such limited liability company; (iii) with respect to a partnership, the board,
committee or other body of each general partner or managing partner of such partnership that serves a similar function (or if any such general partner or managing partner is itself a partnership, the board, committee or other body of such general or
managing partner's general or managing partner that serves a similar function); and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of (i) through (iv) includes any committee or
other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer or managing director;
 

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 (i) "Master
Governance Agreement" means that certain Master Governance Agreement, dated as of April 4, 2017, among the Companies and other parties thereto from time to time, as the same may be amended or modified from time to time;

(j) "Person" means any natural person, partnership, limited partnership, limited
liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liability company, joint stock company, 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, and pronouns have a similarly extended meaning; and

(k) "Term" has the meaning ascribed thereto in Section 4.1.

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 Interpretation
 In this
Agreement, unless the context otherwise requires:
 (a) words importing the singular shall
include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders;
 (b) the words "include", "includes", "including", or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or
statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

(c) references to any Person include such Person's successors and permitted assigns;

(d) except as otherwise provided in this Agreement, any reference in this Agreement to a statute,
regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all rules and regulations made under such statute, in the case of a statute, all amendments made to such statute, regulation, policy, rule or
instrument, and any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;

(e) any reference to this Agreement or any other agreement, document or instrument shall be
construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise
modified;
 
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(f) in the event that any day on which any amount is to be determined or any action is required
to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day; and

(g) except where otherwise expressly provided, all amounts in this Agreement are stated and shall
be paid in U.S. currency.
 1.4 Invalidity of Provisions

Each provision 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 fullest 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 hereto, 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 will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. A party's failure or delay in exercising any
right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.


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1.7 Governing Law
 This
Agreement, all questions concerning the construction, interpretation and validity of this Agreement, the rights and obligations of the parties hereto, all claims or causes of action that may be based upon, arise out of or related to this Agreement
and the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon or arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to
enter this Agreement) shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether in New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than New York. Each party irrevocably attorns and submits to the exclusive jurisdiction of the courts situated in the City of New York in the Borough of Manhattan and waives objection
to the venue of any proceeding in such court or any argument that such court provides an inconvenient forum.
 ARTICLE 2
VOTING

2.1 Voting at the Direction of BIPC

Each of BIF III AIV and BIP AIV agrees that it will vote (and it will cause any other entity that it Controls to vote) or otherwise exercise rights with respect to the LLC Interests and the voting
interests of the Companies in accordance with the direction of BIPC (or its designated Affiliates) with respect to the approval or rejection of the following matters relating to ValveCo and the other Companies (as applicable):

(a) in favor of the election of a majority of directors (or their equivalent, if any) approved by
BIPC (or its designated Affiliates);
 (b) any sale of all or substantially all of its
assets;
 (c) 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;
 (d) 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;
 (e) any amendment to the limited liability
company agreement of ValveCo or the Master Governance Agreement; and
 (f) any commitment or
agreement to do any of the foregoing.
 2.2 General Guidelines

For purposes of Section 2.1, BIPC (or its designated Affiliates) may provide written direction to BIF III AIV and BIP AIV with respect to the approval or rejection of any matter in the form of
general guidelines, policies, procedures, delegation or similar practices in which case no approval or direction will be required by BIF III AIV or BIP AIV. Any such general guidelines, policies, procedures, delegations or similar practices may be
modified by BIPC or its designated Affiliates in its discretion, as applicable, in accordance with the terms hereof.
 

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 2.3 Standard of
Care
 BIPC agrees that it (or its designated Affiliates) will exercise its powers and discharge its rights under this Agreement having regard to the standard of care applicable to Brookfield
Infrastructure Fund III GP LLC ("BIF III GP") in its capacity as general partner of the entities that comprise the Brookfield Infrastructure Fund III family of funds ("BIF III Funds"), taking into account the fiduciary duties owed by
BIF III GP to the investors of the BIF III Funds as a whole (as such fiduciaries duties may be modified by the BIF III Funds governing documents).
 ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of BIF III AIV

BIF III AIV hereby represents and warrants to BIPC and BIP AIV that:
 (a) it is validly organized and existing under the relevant laws governing its formation and existence;

(b) it has the power, capacity and authority to enter into this Agreement and to perform its
duties and obligations hereunder;
 (c) it has taken all necessary action to authorize the
execution, delivery and performance of this Agreement;
 (d) 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;

(e) 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

(f) 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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3.2 Representations and Warranties of BIP AIV

BIP AIV hereby represents and warrants to BIF III AIV and BIPC that:
 (a) it is validly organized and existing under the relevant laws governing its formation and existence;

(b) it has the power, capacity and authority to enter into this Agreement and to perform its
duties and obligations hereunder;
 (c) it has taken all necessary action to authorize the
execution, delivery and performance of this Agreement;
 (d) 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;

(e) 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

(f) 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.
 3.3 Representations and Warranties of BIPC

BIPC hereby represents and warrants to BIF III AIV and BIP AIV that:
 (a) it is validly organized and existing under the relevant laws governing its formation and existence;

(b) it has the power, capacity and authority to enter into this Agreement and to perform its
duties and obligations hereunder;
 (c) it has taken all necessary action to authorize the
execution, delivery and performance of this Agreement;
 (d) the execution and delivery of this
Agreement 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;


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(e) 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

(f) 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.
 ARTICLE 4
TERMINATION

4.1 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 4.2.
 4.2 Termination
 The rights and obligations of the parties to this Agreement will terminate and no longer be of any
effect: (i) at such time that BIPC ceases to own, directly or indirectly, through its wholly-owned Affiliates, any interest in ValveCo; (ii) upon 30 days' notice given by BIPC or its designated Affiliates; or (iii) at such time that any party
provides notice that such party has reasonably determined that, as a result of applicable law, rule or regulation and through no fault of its own, continued participation in this Agreement would have a material adverse effect on such party.

ARTICLE 5
GENERAL PROVISIONS

5.1 Assignment

(a) None of the rights or obligations hereunder shall be assignable or transferable by any party
without the prior written consent of the other party provided that BIPC may delegate its approval rights under Section 2.1 of this Agreement to any wholly-owned Affiliate of BIPC, without obtaining prior written consent of each of BIF III AIV and
BIP AIV.
 (b) Any purported assignment of this Agreement in violation of this Section 5.1
shall be null and void.
 
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5.2 Enurement
 This Agreement
will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
 5.3 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 fourth 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:
 (a) if to BIF III
AIV:

Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023

Attention: Fred Day
Facsimile: 212-417-7182
 (b) if
to BIP AIV:

Brookfield Place 
250 Vesey Street, 15th Floor
New York, New York 10281-1023

Attention: Fred Day
Facsimile: 212-417-7182
 
 
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 (c) if to
BIPC:

Brookfield Infrastructure Corporation
P.O. Box 11117
 1500 Royal Centre, 1055 West Georgia Street
Vancouver, British Columbia V6E
4N7

Attention: Secretary
 or to such other addresses as a party may from time to time notify the others in accordance with this Section
5.5.
 5.4 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.
 5.5 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.
 [Remainder of page was intentionally left blank Signature page follows.]
 

IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.

	  
 	 BIF III NORONHA AIV LLC
 
	 	 
	  
 	 By:
 	 /s/ Fred Day
 
	  
 	  
 	
Name: Fred Day
 Title: President
 
	  
 	 BIP NORONHA AIV LLC
 
	 	 
	  
 	 By:
 	 /s/ Fred Day
 
	  
 	  
 	
Name: Fred Day
 Title: President
 
	  
 	 BROOKFIELD INFRASTRUCTURE CORPORATION
 
	 	 
	  
 	 By:
 	 /s/ Aaron Kline
 
	  
 	  
 	
Name: Aaron Kline
 Title: Director