UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission file number 001-33632
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(Exact name of Registrant as specified in its
charter)
73 Front Street, Fifth Floor
Hamilton, HM 12
Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
The exhibits to this Form 6-K are incorporated
by reference into the registrant’s registration statement on Form F-3ASR filed with the Securities and Exchange Commission
(the “SEC”) on April 5, 2024 (File No. 333-278529).
Exhibit Index
| Exhibit |
|
Description |
| |
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|
| 4.1 |
|
Third Supplemental Indenture
dated November 29, 2024, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings
I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure LLC and BIPC Holdings Inc., as guarantors,
Brookfield Infrastructure Finance ULC, as issuer, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust
Company N.A., as U.S. trustee. |
| |
|
|
| 4.2 |
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Form of 6.750% Subordinated Notes due
2055 (included as Annex A to Exhibit 4.1). |
| |
|
|
| 4.3 |
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Seventh Amendment, dated
November 29, 2024, to the Amended and Restated Limited Partnership Agreement, dated February 16, 2018, of Brookfield Infrastructure
Partners L.P. |
| |
|
|
| 4.4 |
|
Tenth Amendment, dated
November 29, 2024, to the Amended and Restated Limited Partnership Agreement, dated February 16, 2018, of Brookfield Infrastructure
L.P. |
| |
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| 5.1 |
|
Opinion of Torys LLP as to matters of New
York, Ontario and Alberta law, dated November 29, 2024. |
| |
|
|
| 5.2 |
|
Opinion of Appleby (Bermuda) Limited as to
matters of Bermuda law, dated November 29, 2024. |
| |
|
|
| 5.3 |
|
Opinion of McMillan LLP as to matters of British
Columbia law, dated November 29, 2024. |
| |
|
|
| 23.1 |
|
Consent of Torys LLP (included as part of
Exhibit 5.1). |
| |
|
|
| 23.2 |
|
Consent of Goodmans LLP, dated November 29,
2024. |
| |
|
|
| 23.3 |
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Consent of Appleby (Bermuda) Limited (included as part of Exhibit 5.2) |
| |
|
|
| 23.4 |
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Consent of McMillan LLP (included as part
of Exhibit 5.3). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,
by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED |
| |
|
|
| Date: November 29, 2024 |
By: |
/s/ Jane Sheere |
| |
|
Name: Jane Sheere |
| |
|
Title: Secretary |
Exhibit 4.1
BROOKFIELD INFRASTRUCTURE FINANCE ULC, as Issuer
AND EACH OF
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
AND
BROOKFIELD INFRASTRUCTURE L.P.
AND
BIP BERMUDA HOLDINGS I LIMITED
AND
BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.
AND
BROOKFIELD INFRASTRUCTURE LLC
AND
BIPC HOLDINGS INC., as Guarantors
AND
COMPUTERSHARE TRUST COMPANY, N.A., as U.S. Trustee
AND
COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian
Trustee
Third Supplemental
Indenture
Dated as of November 29, 2024
THIS THIRD SUPPLEMENTAL
INDENTURE, dated as of November 29, 2024 between Brookfield Infrastructure Finance ULC (the “Issuer”), an
unlimited liability company organized under the laws of Alberta, Canada, Brookfield Infrastructure Partners L.P. (the “Partnership”),
an exempted limited partnership organized under the laws of the Islands of Bermuda, Brookfield Infrastructure L.P., an exempted limited
partnership formed under the laws of Bermuda, BIP Bermuda Holdings I Limited, a Bermuda exempted company, Brookfield Infrastructure Holdings
(Canada) Inc. (“Can Holdco”), a corporation continued under the laws of British Columbia, Brookfield Infrastructure
LLC, a Delaware limited liability company (“BI LLC”), and BIPC Holdings Inc., a corporation organized under the laws
of Ontario, Canada (collectively, the “Guarantors”), Computershare Trust Company, N.A., a national association formed
under the laws of the State of Delaware, as U.S. trustee (the “U.S. Trustee”) and Computershare Trust Company of Canada,
a trust company organized under the laws of Canada, as Canadian trustee (the “Canadian Trustee”, and together with
the U.S. Trustee, the “Trustees”), to the Indenture, dated as of May 24, 2021, by and among the Issuer, the Partnership
and the other guarantors party thereto and the Trustees (the “Original Indenture”, the Original Indenture, as amended
and supplemented hereby, being referred to herein as the “Indenture”).
WITNESSETH
WHEREAS, the Issuer
has duly authorized, as a separate series of Securities under the Indenture, its 6.750% Fixed-to-Fixed Reset Rate Subordinated Notes due
March 15, 2055 (the “Notes”) and each of the Guarantors has consented to and approved the issuance of the Notes;
WHEREAS, the Issuer
and the Guarantors have duly authorized the execution and delivery of this Third Supplemental Indenture to establish the Notes as a separate
series of Securities under the Original Indenture and to provide for, among other things, the issuance by the Issuer of and the form and
terms of the Notes and additional covenants for purposes of the Notes and the Holders thereof;
WHEREAS, the Issuer
and the Guarantors understand and agree that Brookfield Infrastructure US Holdings I Corporation, a guarantor under the Original Indenture,
will not be a Guarantor in respect of the Notes, and BI LLC, which was not party to the Original Indenture, will be a Guarantor in respect
of the Notes, and further, none of the Issuer or the Guarantors (other than BI LLC) are in default under the Original Indenture;
WHEREAS, all things
necessary to make this Third Supplemental Indenture a valid agreement according to its terms have been done; and
WHEREAS, the foregoing
recitals are made as statements of fact by the Issuer and the Guarantors and not by the Trustees;
NOW, THEREFORE, THIS THIRD
SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of
the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:
Article 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
For all purposes of this Third
Supplemental Indenture and the Notes, except as otherwise expressly provided or unless the subject matter or context otherwise requires:
“2081 Notes”
means the series of 5.000% Subordinated Notes due 2081 issued by the Issuer.
“2084 Notes”
means the series of 7.250% Subordinated Notes due 2084 issued by the Issuer.
“Additional Amounts”
has the meaning specified in Section 2.13 of this Third Supplemental Indenture.
“Automatic Exchange”
has the meaning specified in Section 2.8 of this Third Supplemental Indenture.
“Automatic Exchange
Event” means an event giving rise to an Automatic Exchange, being the occurrence of any one of the following: (i) the making
by the Issuer of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do
so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by the Issuer and/or the Partnership
seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent or, where the Issuer and/or the
Partnership are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, compromise, adjustment, protection,
relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable), or seeking
the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the
Partnership or in respect of all or any substantial part of their property and assets in circumstances where the Issuer and/or the Partnership
are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent; (iii) a receiver, interim receiver, trustee
or other similar official is appointed over the Issuer and/or the Partnership or for all or substantially all of their property and assets
by a court of competent jurisdiction in circumstances where the Issuer and/or the Partnership are adjudged as bankrupt (including any
voluntary assignment in bankruptcy) or insolvent under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable);
or (iv) any proceeding is instituted against the Issuer and/or the Partnership seeking to adjudicate them as bankrupt (including
any voluntary assignment in bankruptcy) or insolvent, or where the Issuer and/or the Partnership are insolvent, seeking liquidation, winding
up, dissolution, reorganization, arrangement, compromise, adjustment, protection, relief or composition of their debts under any law relating
to bankruptcy or insolvency in Canada or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver,
interim receiver, trustee or other similar official for the Issuer and/or the Partnership or in respect of all or a substantial part of
their property and assets in circumstances where the Issuer and/or the Partnership are adjudged as bankrupt or insolvent under any law
relating to bankruptcy or insolvency in Canada or Bermuda (as applicable), and in any such case, such proceeding has not been stayed or
dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry
of an order for relief against the Issuer and/or the Partnership or the appointment of a receiver, interim receiver, trustee, or other
similar official for them or for all or substantially all of their property and assets).
“Automatic Exchange
Event Notice” has the meaning specified in Section 2.8.2 of this Third Supplemental Indenture.
“BI LLC”
has the meaning ascribed to it in the recitals.
“BIPIC”
means BIP Investment Corporation, a corporation established under the Business Corporations Act (British Columbia) and a subsidiary
of Can Holdco.
“Business Day”
means a day other than (i) a Saturday or Sunday, or (ii) a day on which banks in New York, New York and where the corporate
trust offices of the Trustees are authorized or obligated by law or executive order to remain closed.
“Calculation Agent”
means the Issuer, an affiliate of the Issuer selected by the Issuer, or any other firm appointed by the Issuer, in each case, in the Issuer’s
sole discretion, acting a calculation agent in respect of the Notes.
“Can Holdco”
has the meaning ascribed to it in the recitals.
“Clearing Agency”
has the meaning specified in Section 2.8.3 of this Third Supplemental Indenture.
“Deferral Period”
has the meaning specified in Section 2.9 of this Third Supplemental Indenture.
“Distribution Restricted
Securities” means the partnership units of the Partnership and all equity issued by the Issuer.
“Exchange Notice”
has the meaning specified in Section 2.8.2 of this Third Supplemental Indenture.
“Exchange Preferred
Units” shall mean Class A Preferred Limited Partnership Units of the Partnership, being Class A Limited Partnership
Units, Series 17, issued pursuant to that certain Seventh Amendment to the Amended and Restated Limited Partnership Agreement of
the Partnership, dated as of the date hereof.
“Exchange Time”
has the meaning specified in Section 2.8.1 of this Third Supplemental Indenture.
“First Reset Date”
means March 15, 2030.
“FATCA”
has the meaning specified in Section 2.13 of this Third Supplemental Indenture.
“Five-Year Treasury
Rate” means, as of any Reset Interest Determination Date, (i) an interest rate (expressed as a decimal) determined to be
the per annum rate equal to the arithmetic mean of the yields to maturity for U.S. Treasury securities adjusted to constant maturity with
a maturity of five years from the next Interest Reset Date and trading in the public securities markets, for the five consecutive Business
Days immediately prior to the respective Reset Interest Determination Date as published (or, if fewer than five consecutive Business Days
are so published on the applicable Reset Interest Determination Date, for such number of Business Days published) in the most recent H.15,
or (ii) if there is no such published U.S. Treasury security with a maturity of five years from the next Interest Reset Date and
trading in the public securities markets, then the rate will be determined by interpolation between the arithmetic mean of the yields
to maturity for each of the two series of U.S. Treasury securities adjusted to constant maturity trading in the public securities markets,
(A) one maturing as close as possible to, but earlier than, the Interest Reset Date following the next succeeding Reset Interest
Determination Date, and (B) the other maturing as close as possible to, but later than, the Interest Reset Date following the next
succeeding Reset Interest Determination Date, in each case for the five consecutive Business Days immediately prior to the respective
Reset Interest Determination Date as published in the most recent H.15. If the Five-Year Treasury Rate cannot be determined pursuant to
the methods described in clause (i) or (ii) above, then the Five-Year Treasury Rate will be the same interest rate determined
for the prior Reset Interest Determination Date or, if the Five-Year Treasury Rate cannot be so determined as of the Reset Interest Determination
Date preceding the First Reset Date, then the interest rate applicable for the Interest Reset Period beginning on and including the First
Reset Date will be deemed to be 6.750% per annum, which is the same interest rate as in effect from and including the Original Issue Date
to, but excluding, the First Reset Date.
“Guarantee Obligations”
means the subordinate guarantee obligations of the Guarantors pursuant to Article 5 of the Original Indenture but solely in respect
of the Notes.
“Guarantor Senior
Indebtedness” means, in respect of any Guarantor, all principal, interest, premium, fees and other amounts owing on, under or
in respect of:
| (a) | all indebtedness, liabilities and obligations of such Guarantor, whether outstanding on the Original Issue
Date or thereafter created, incurred, assumed or guaranteed (including any such indebtedness, liabilities or obligations that are guaranteed
by each Guarantor (as applicable)); and |
| (b) | all renewals, extensions, restructurings, refinancings and refundings of any such indebtedness, liabilities
or obligations; |
except that Guarantor Senior
Indebtedness shall not include (i) the obligations of such Guarantor in respect of its guarantee of the Notes, the 2084 Notes, the
2081 Notes and the Perpetual Notes, (ii) the liabilities and obligations of such Guarantor in respect of any equity (including any
preferred equity) that has been issued by the Issuer, any Guarantor or BIPIC, and (iii) all indebtedness, liabilities and obligations
of such Guarantor that, pursuant to the terms of an instrument creating or evidencing such indebtedness, liabilities or obligations, are
stated to rank pari passu with or subordinate in right of payment to its guarantee of the Notes.
“H.15”
means the statistical release designated as such, or any successor publication published by the Board of Governors of the Federal Reserve
Board (or any successor thereto). The “most recent H.15” means the H.15 published closest in time but prior to the
close of business on the second Business Day prior to the applicable Reset Interest Determination Date.
“Ineligible Person”
means any Person whose address is in, or whom the Partnership or its transfer agent has reason to believe is a resident of, any jurisdiction
outside of the United States to the extent that: (i) the issuance or delivery by the Partnership to such Person, upon an Automatic
Exchange for Exchange Preferred Units, would require the Partnership to take any action to comply with securities or analogous laws of
such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such Person of Exchange Preferred
Units upon an Automatic Exchange.
“Interest Payment
Date” means March 15 and September 15 of each year.
“Interest Reset Date”
means the First Reset Date and each date falling on the five-year anniversary of the preceding Interest Reset Date.
“Interest Reset Period”
means the period from and including the First Reset Date to, but excluding, the next succeeding Interest Reset Date, the Maturity Date,
or Redemption Date, as the case may be, and thereafter each period from and including each Interest Reset Date to, but not including,
the next succeeding Interest Reset Date, the Maturity Date, or Redemption Date, as the case may be.
“Issuer Senior Indebtedness”
means all principal, interest, premium, fees and other amounts owing on, under or in respect of:
| (a) | all indebtedness, liabilities and obligations of the Issuer, whether outstanding on the Original Issue
Date or thereafter created, incurred, assumed or guaranteed; and |
| (b) | all renewals, extensions, restructurings, refinancings and refundings of any such indebtedness, liabilities
or obligations; |
except that Issuer Senior Indebtedness shall not
include (i) the obligations of the Issuer in respect of the Notes, the 2084 Notes, the 2081 Notes and the Issuer’s guarantee
obligations in respect of the Perpetual Notes, (ii) all liabilities and obligations of the Issuer in respect of any equity (including
any preferred equity) that has been issued by the Issuer, any Guarantor or BIPIC, and (iii) all indebtedness, liabilities and obligations
of the Issuer that, pursuant to the terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, are
stated to rank pari passu with or subordinate in right of payment to the Notes.
“Maturity Date”
means March 15, 2055.
“Notes”
has the meaning ascribed to it in the recitals.
“Original Indenture”
has the meaning ascribed to such term in the first recital to this Third Supplemental Indenture.
“Original Issue Date”
mean November 29, 2024.
“Parity Indebtedness”
means the 2081 Notes, the 2084 Notes, the Issuer and Partnership’s guarantee obligations in respect of the Perpetual Notes and any
other class or series of the Partnership’s indebtedness currently outstanding or hereafter created which ranks on a parity with
the Partnership’s guarantee of the Notes (prior to any Automatic Exchange) as to distributions upon liquidation, dissolution or
winding-up.
“Partnership Preferred
Units” means preferred limited partnership units in the Partnership, including the Partnership’s Class A Preferred
Limited Partnership Units (which will include the Exchange Preferred Units if issued).
“Perpetual Notes”
means the series of 5.125% Perpetual Subordinated Notes issued by BIP Bermuda Holdings I Limited.
“Rating Agency”
means any nationally recognized statistical rating organization (within the meaning of Section 3(a)(62) of the Securities Exchange
Act of 1934, as amended) that publishes a rating for the Notes.
“Rating Event”
means the occurrence of an event in which any Rating Agency, following the initial rating of the Notes by such Rating Agency, amends,
clarifies or changes the criteria it uses to assign equity credit to securities such as the Notes, which amendment, clarification or change
results in (a) the shortening of the length of time the Notes are assigned a particular level of equity credit by that Rating Agency
as compared to the length of time the Notes would have been assigned that level of equity credit by that Rating Agency or its predecessor
on the initial rating of the Notes by such Rating Agency; or (b) the lowering of the equity credit (including up to a lesser amount)
assigned to the Notes by that Rating Agency compared to the equity credit assigned by that Rating Agency or its predecessor on the initial
rating of the Notes by such Rating Agency.
“Relevant Taxing
Jurisdiction” has the meaning specified in Section 2.13 of this Third Supplemental Indenture.
“Reset Interest Determination
Date” means, in respect of any Interest Reset Period, the day falling two Business Days prior to the applicable Interest Reset
Date.
“Tax Act”
has the meaning specified in Section 2.13 of this Third Supplemental Indenture.
“Tax Event”
means the Issuer or any Guarantor (as applicable) has received an opinion of counsel of nationally recognized standing experienced in
such matters to the effect that, as a result of (i) any amendment or change to the laws (or any regulations or rulings thereunder)
of any Relevant Taxing Jurisdiction or any applicable tax treaty or (ii) any change in the application, administration or interpretation
of such laws, regulations, rulings or treaties (including any judicial decision rendered by a court of competent jurisdiction with respect
to such laws, regulations, rulings or treaties), in each case of (i) and (ii), by any legislative body, court, governmental authority
or agency, regulatory body or taxing authority, which amendment or change is effective on or after the Original Issue Date (or if the
Relevant Taxing Jurisdiction has changed since the Original Issue Date, the date on which the applicable jurisdiction became a Relevant
Taxing Jurisdiction) (including, for the avoidance of doubt, any such amendment or change made on or after the Original Issue Date (or
the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable) that has retroactive effect to a date
prior to the Original Issue Date (or the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable)),
either: (a) the Issuer or any Guarantor (as applicable) is, or may be, subject to more than a de minimis amount of additional
taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income,
expense, taxable capital or taxable paid-up capital with respect to the Notes, as or as would be reflected in any tax return or form filed,
to be filed, or that otherwise could have been filed, will not be respected by a taxing authority (excluding as a result of any limitation
on the deductibility of interest on the Notes as a result of any EBITDA, tax EBITDA, or other similar earnings or income-based limit on
interest deductibility) or (b) the Issuer or any Guarantor (as applicable) has been or will be on the next Interest Payment Date
obligated to pay Additional Amounts and neither the Issuer or Guarantor (as applicable) can avoid such obligation by taking commercially
reasonable measures to avoid it.
“Taxes”
has the meaning specified in Section 2.13 of this Third Supplemental Indenture.
All other terms and expressions
used herein shall have the same meanings as corresponding expressions defined in the Original Indenture.
| 1.2 | To Be Read with Original Indenture |
The Third Supplemental Indenture
is a supplemental indenture within the meaning of the Original Indenture, and the Original Indenture and this Third Supplemental Indenture
shall be read together and shall have effect, so far as practicable, as though all the provisions of the Original Indenture and this Third
Supplemental Indenture were contained in one instrument.
| 1.3 | Amendments to the Original Indenture |
The following definition in
Article 1.1 of the Original Indenture, as such definition relates to the Notes, is hereby amended to read in its entirety as follows:
“Guarantor”
means (i) the Partnership, (ii) BILP, (iii) Bermuda Holdco, (iv) Can Holdco, (v) BI LLC, (vi) BIPC Holdings,
and (vii) any other Person that provides a guarantee under Article 5 of this Indenture in respect of one or more series of Securities,
as evidenced by one or more indentures supplemental hereto.
The first paragraph in Article 11.4
of the Original Indenture is hereby amended to read in its entirety as follows:
So long as any of
the Securities are Outstanding, each of the Issuer and the Partnership shall deliver to the Trustees, within 120 days after the end of
each fiscal year of the Issuer and the Partnership, a brief certificate from its principal executive, financial or accounting officer
as to his or her knowledge of the compliance of the Issuer and the Guarantors with all conditions and covenants under this Indenture (such
compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate
shall comply with the requirements of TIA § 314(a)(4).
Except where expressly provided,
all amounts in this Third Supplemental Indenture are stated in United States currency.
Article 2
THE NOTES
There is hereby authorized
to be issued under the Original Indenture a separate series of Securities designated as “6.750% Fixed-to-Fixed Reset Rate Subordinated
Notes due March 15, 2055”.
| 2.2 | Limit of Aggregate Principal Amount |
The aggregate principal amount
of Notes that may be authenticated and delivered pursuant to the Third Supplemental Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 3.4, 3.5, 3.6, 10.6 or 12.7
of the Original Indenture and except for any Notes which, pursuant to the last sentence of Section 3.3 of the Original Indenture,
are deemed never to have been authenticated and delivered) shall initially be limited to $300,000,000, of which $300,000,000 principal
amount has been issued hereunder as of the date hereof. The Issuer may from time to time, without the consent of the Holders of the Notes
but with the consent of the Guarantors, create and issue further notes having the same terms and conditions in all respects as the Notes
being offered hereby except for the issue date, the issue price and the first payment of interest thereon. Additional notes issued
in this manner will be consolidated with and will form a single series with the Notes, as the case may be, being offered hereby.
| 2.3 | Date of Payment of Principal |
The principal of the Notes
shall be payable on March 15, 2055.
| 2.4 | Payments; Registration of Transfers |
All payments in respect of
the Notes shall be made in immediately available funds. The Issuer hereby appoints the U.S. Trustee to act as the initial Paying
Agent for the Notes. The “Place of Payment” for the Notes shall be at the address of the Paying Agent, currently located
at 1505 Energy Park Drive, St. Paul, Minnesota 55108.
For such Notes (if any) as
are not represented by a Global Security, payments of principal (and premium, if any) and interest on any Notes will be made at the Place
of Payment, except that, at the option and expense of the Issuer, payment of interest may be made by (a) cheque mailed to the address
of the Person entitled thereto as such address shall appear on the Security Register or (b) wire transfer to an account maintained
by the Person entitled thereto as specified in the Security Register. The registration of transfers and exchanges of Notes will be
made at the Corporate Trust Office of the U.S. Trustee currently located at 1505 Energy Park Drive, St. Paul, Minnesota 55108 and the
Place of Payment.
| (a) | The Notes will be issued in initial denominations of $1,000 and multiples of $1,000 in excess thereof
and shall bear interest (i) from and including the Original Issue Date to but excluding the First Reset Date at an annual rate of
6.750% and thereafter (ii) from and including each Interest Reset Date with respect to each Interest Reset Period to but excluding
the next succeeding Interest Reset Date, the Maturity Date or Redemption Date, as the case may be, at an annual rate equal to the Five-Year
Treasury Rate as of the most recent Reset Interest Determination Date, plus a spread of 2.453%, to be reset on each Interest Reset Date;
provided, that the interest rate during any Interest Reset Period will not reset below 6.750% (which equals the interest rate on
the Notes on the Original Issue Date), subject to deferral as set forth in Section 2.9. |
| (b) | Interest in respect of the Notes shall accrue from and including the Original Issue Date or from and including
the most recent Interest Payment Date to which interest has been paid or duly provided for. |
| (c) | The Interest Payment Dates on which interest shall be payable in respect of the Notes shall be March 15
and September 15 in each year, commencing on March 15, 2025. |
| (d) | The first interest payment on the Notes will be $19.875 per $1,000 principal amount of Notes representing
the period from the Original Issue Date to, but excluding March 15, 2025. |
| (e) | The Regular Record Dates for interest in respect of the Notes shall be March 1 and September 1 (whether
or not a Business Day) in respect of the interest payable semi-annually in arrears on March 15 and September 15, respectively. |
| (f) | In the event that any Interest Payment Date, Redemption Date, or the Maturity Date falls on a day that
is not a Business Day, payment will be made on the next succeeding day which is a Business Day (and without any interest or other payment
in respect of any such delay), with the same force and effect as if made on such date. |
| 2.6 | Calculation of the Interest Rate of the Notes on the Reset Interest Determination Dates |
Unless all of the outstanding
Notes have been redeemed as of the First Reset Date, the Issuer shall appoint a Calculation Agent with respect to the Notes prior to the
Reset Interest Determination Date preceding the First Reset Date. The Issuer or any of its affiliates may assume the duties of the Calculation
Agent. The applicable interest rate for each Interest Reset Period will be determined by the Calculation Agent as of the applicable Reset
Interest Determination Date in accordance with Section 2.5. If the Issuer or one of its affiliates is not the Calculation Agent,
the Calculation Agent will notify the Issuer of the interest rate for the relevant Interest Reset Period promptly upon such determination.
The Issuer will notify the U.S. Trustee of such interest rate, promptly upon making or being notified of such determination. The Calculation
Agent’s determination of any interest rate and its calculation of the amount of interest for any Interest Reset Period beginning
on or after the First Reset Date, in each case, as determined in accordance with Section 2.5, will be conclusive and binding absent
manifest error, will be made in the Calculation Agent’s sole discretion and, notwithstanding anything to the contrary in the Indenture,
will become effective without consent from any other person or entity. Such determination of any interest rate and calculation of the
amount of interest will be on file at the Partnership’s principal offices and shall be made available to any holder of the Notes
upon request.
| 2.7 | Redemption and Purchase for Cancellation of the Notes |
Except as provided in this
Section 2.6 of this Third Supplemental Indenture, the Notes are not redeemable prior to maturity.
2.7.1
Redemption of Notes at the Option of the Issuer. On giving not more than 60 nor less than 10 days’ notice to the Holders
of the Notes redeem the Notes, in whole or in part (i) on any day in the period commencing on and including the date that is 90 days prior
to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment
Date, the Issuer may, at its option, redeem the Notes in whole at any time or in part from time to time without the consent of the Holders,
at a Redemption Price equal to 100% of the principal amount thereof, plus an amount equal to all accrued and unpaid interest on the principal
amount of the Notes to be redeemed to, but excluding, the Redemption Date.
2.7.2 Early
Redemption upon a Tax Event. At any time, after the occurrence of a Tax Event, subject to applicable laws, the Issuer may, at its
option, on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders thereof, redeem the Notes (in
whole but not in part) without the consent of the Holders. The Redemption Price shall be equal to 100% of the principal amount thereof
and shall be paid together with accrued and unpaid interest to, but excluding, the Redemption Date.
2.7.3 Early
Redemption upon a Rating Event. At any time, following the occurrence of a Rating Event, the Issuer may, at its option, on giving
not more than 60 days’ nor less than 10 days’ prior notice to the Holders thereof, redeem the Notes (in whole but not in part)
without the consent of the Holders. The Redemption Price shall be equal to 102% of the principal amount thereof and shall be paid together
with accrued and unpaid interest to, but excluding, the Redemption Date.
2.7.4 Notice
of Redemption. Notwithstanding the first paragraph of Section 12.4 of the Original Indenture, notice of any redemption will be
delivered at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. All notices
of redemption shall state the information required by Section 12.4 of the Original Indenture. On and after any Redemption Date, interest
will cease to accrue on the Notes or any portion thereof called for redemption. On or before any Redemption Date, the Issuer shall deposit
with the Paying Agent (or the U.S. Trustee) money sufficient to pay the Redemption Price of the Notes to be redeemed on such date. If
less than all the Notes are to be redeemed, the Notes to be redeemed shall be selected by the U.S. Trustee at the Issuer’s direction
by such method as the Issuer and the U.S. Trustee shall designate.
2.8.1 Automatic
Exchange. Upon the occurrence of an Automatic Exchange Event (such time, the “Exchange Time”), the Notes, including
accrued and unpaid interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent
of the Holders thereof, into Exchange Preferred Units. As of the Exchange Time, Holders will have the right to receive one Exchange Preferred
Unit for each $1,000 principal amount of Notes held together with the number of Exchange Preferred Units (including fractional units,
if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by $1,000. Such right will be automatically
exercised, and the Notes shall be automatically exchanged, without the consent of the Holders of the Notes, into Exchange Preferred Units
in accordance with such exchange procedures as shall be reasonably determined by the Issuer in consultation with the U.S. Trustee. At
such time, all outstanding Notes shall be deemed to be immediately and automatically surrendered without need for further action by the
Holders of the Notes, who shall thereupon automatically cease to be Holders thereof and all rights of each such Holder as a debtholder
of the Issuer and as a beneficiary of the subordinated guarantees of the Guarantors shall automatically cease.
2.8.2 Automatic
Exchange Event Notice. The Issuer shall deliver to the U.S. Trustee a written notice of the occurrence of an Automatic Exchange (the
“Automatic Exchange Event Notice”) within 10 days after the occurrence of such event, which Automatic Exchange Event
Notice shall be signed by any director or officer (or equivalent) of the Issuer and shall be binding on the Holders of the Notes. As soon
as practicable following receipt by the U.S. Trustee from the Issuer of an Automatic Exchange Event Notice, the U.S. Trustee shall deliver
notice to the Holders of Notes of the occurrence of the Automatic Exchange; provided, however, that a failure to make such delivery
shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange with effect as of the Exchange Time.
Following the occurrence of an Automatic
Exchange, the Issuer shall, as soon as reasonably practicable, inform the Guarantors and the U.S. Trustee by notice in writing (the “Exchange
Notice”) as to the number of Notes exchanged and transferred hereby. Such Exchange Notice shall specify the number of Exchange
Preferred Units (including fractional units, if applicable) required in connection with the Automatic Exchange in accordance with this
Indenture and shall specify whether, to the knowledge of the Issuer, such Holders of Notes (or Persons beneficially owning Notes represented
by the Holders of such Notes) are Ineligible Persons.
2.8.3 Right
Not to Deliver the Exchange Preferred Units. Upon an Automatic Exchange of the Notes, the Partnership reserves the right not to issue
some or all of the Exchange Preferred Units to Ineligible Persons. In such circumstances, the Partnership will hold all Exchange Preferred
Units that would otherwise be delivered to Ineligible Persons, as agent for such Ineligible Persons, and will attempt to facilitate the
sale of such units through a registered broker or dealer retained by the Partnership for the purpose of effecting the sale (to parties
other than the Partnership, its Affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such Exchange Preferred
Units. Such sales, if any, may be made at any time and any price. The Partnership will not be subject to any liability for failing to
sell Exchange Preferred Units on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds
received by the Partnership from the sale of any such Exchange Preferred Units will be divided among the Ineligible Persons in proportion
to the number of Exchange Preferred Units that would otherwise have been delivered to them, after deducting the costs of sale and any
applicable Taxes or withholding on account of Taxes, if any. The Partnership will pay the aggregate net proceeds that it receives for
such Exchange Preferred Units to The Depository Trust Company (the “Clearing Agency”) (if the Notes are then
held in the book-entry only system) or to the trustee, registrar and/or transfer agent, as applicable (in all other cases) for distribution
to such Ineligible Persons in accordance with the applicable procedures of the Clearing Agency or otherwise.
As a precondition to the delivery of
any certificate or other evidence of issuance representing any Exchange Preferred Units or related rights following an Automatic Exchange,
the Partnership may require a Holder of Notes (and Persons holding Notes represented by such Holder of Notes) to deliver a declaration,
in form and substance satisfactory to the Partnership, confirming compliance with any applicable regulatory requirements to establish
that such Holder of Notes is not, and does not represent, an Ineligible Person. The U.S. Trustee and the Partnership shall be entitled
to rely exclusively on the declarations of the Holders.
So long as no Event of Default
has occurred and is continuing, the Issuer may elect, at its sole option, at any date other than an Interest Payment Date, to defer the
interest payable on the Notes on one or more occasions for up to five consecutive years (a “Deferral Period”).
During any Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset
from time to time on any Interest Reset Date occurring during such Deferral Period). In addition, during any Deferral Period, interest
on the deferred interest (“compound interest”) will accrue at the then-applicable interest rate on the Notes (as reset from
time to time on any Interest Reset Date occurring during such Deferral Period), compounded semi-annually, to the extent permitted by applicable
law. There is no limit on the number of Deferral Periods that may occur. Any such deferral will not constitute an Event of Default or
any other breach under the Indenture and the Notes. Deferred interest will accrue until paid (including, to the extent permitted by law,
any compound interest). A Deferral Period terminates on any Interest Payment Date on which the Issuer pays all accrued and unpaid interest
(including, to the extent permitted by law, any compound interest) on such date. No Deferral Period may extend beyond the Maturity Date.
The Issuer will give the Holders
of the Notes written notice of its election to commence or continue a Deferral Period at least 10 days and not more than 60 days
before the next Interest Payment Date. After the commencement of a Deferral Period, the Issuer will give the Holders of the Notes
written notice of its election to continue or terminate, as applicable, such Deferral Period, at least 10 days and not more than 60 days
before each subsequent Interest Payment Date until the termination of such Deferral Period.
There shall be no limit on
the number of Deferral Periods that may occur pursuant to this Section 2.9.
The Notes and the certificate
of the U.S Trustee endorsed thereon shall each be issuable initially as one or more Global Securities in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof and shall be substantially in the form set forth in Annex A hereto. The Depositary
for Global Securities shall be The Depository Trust Company.
The Events of Default contained
in the Original Indenture shall not apply to the Notes.
Solely with respect to the
Notes (and not with respect to any other Securities issued or outstanding under the Indenture), for so long as any of the Notes remain
outstanding, “Event of Default” for purposes of the Indenture and the Notes will mean any one of the following events:
| (a) | default in the payment of any interest (including Additional Amounts thereon) when due and payable on
the Notes, and continuance of such default for a period of 30 days (subject to the Issuer’s right, at its sole option, to defer
interest payments as provided in Section 2.9 of this Third Supplemental Indenture); or |
| (b) | default in the payment of the principal of or any premium or Additional Amounts thereon, if any, when
due and payable on the Notes. |
In the event that any Successor
of the Issuer or a Guarantor is formed or organized outside of the United States, Canada or Bermuda, the applicable supplemental indenture
in respect of such Successor shall include a provision for (i) the payment of Additional Amounts in the form substantially similar
to that described in Section 2.13, with such modifications (including to the definition of “Relevant Taxing Jurisdiction”)
as the Issuer, the Partnership and such Successor reasonably determine are customary and appropriate for U.S. noteholders to address then-applicable
(or potentially applicable future) taxes, duties, levies, imposts, assessments or other governmental charges imposed or levied by or on
behalf of the applicable governmental authority in respect of payments made by such Successor under or with respect to the Notes, including
any exceptions thereto as the Issuer, the Partnership and such Successor shall reasonably determine would be customary and appropriate
for U.S. noteholders and (ii) the right of the Issuer to redeem the Notes at 100% of the aggregate principal amount thereof plus
accrued interest thereon in the event that Additional Amounts become payable by such Successor in respect of the Notes as a result of
any change in law or official position regarding the application or interpretation of any law that is announced or becomes effective after
the date of such supplemental indenture.
The covenants contained in
Article 3 of this Third Supplemental Indenture shall apply to the Notes in addition to the covenants contained in the Original Indenture.
| 2.13 | Payment of Additional Amounts |
All payments made by the Issuer
or any Guarantor under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account
of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed
or levied by or on behalf of the government of Canada, Bermuda or of any province, territory or jurisdiction thereof or therein or by
any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer
or any Guarantor (as applicable) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.
If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made by it
under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will pay such additional amounts (hereinafter “Additional
Amounts”) in respect of each such payment (excluding one payment of quarterly interest, other than deferred interest, in connection
with a redemption of the Notes in accordance with the provisions described under Section 2.7.2 of this Third Supplemental Indenture)
as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial
owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable,
the beneficial owners in respect of any such Holder) would have received if such Taxes had not been withheld or deducted; provided that
no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such Taxes
in respect of such Note (i) by reason of such Holder or beneficial owner, or any other Person entitled to payments on the Note,
being a Person with whom the Issuer or a Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act
(Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between
such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over,
such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation)
and the Relevant Taxing Jurisdiction other than the mere ownership, or receiving payments under or enforcing any rights in respect of
such Note, (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing
at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act,
or (iv) by reason of such holder or beneficial owner being a “specified entity” in respect of the Issuer or any Guarantor
as defined in proposals to amend the Tax Act with respect to “hybrid mismatch arrangements” as defined in subsection 18.4(1) of
the Tax Act; (b) any Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any
Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such
payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior
to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the
Holder or beneficial owner of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on
the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax
or any similar Tax; (e) any Tax imposed to the extent resulting from the failure of a Holder or beneficial owner to comply with certification,
identification, declaration, filing or similar reporting requirements concerning the nationality, residence, identity or connection with
the Relevant Taxing Jurisdiction of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a
precondition to reduction of, or exemption, from such Tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471
to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof,
or any similar legislation imposed by any other governmental authority, or (ii) Tax or penalty arising from the Holder’s or
beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the
Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or
other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation
imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act;
or (g) any combination of the foregoing clauses (a) to (f).
The Issuer or any Guarantor
(as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by
it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders
of the Notes, within 30 days after the date the payment of any Taxes by it is due pursuant to applicable law, certified copies of
tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as
applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including,
as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any Taxes (other than any Taxes for which
Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such
Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect
to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with
applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any
Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above)
imposed with respect to any reimbursement under clause (i) or (ii) above in this paragraph, but excluding any such
Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income.
Whenever in the Indenture
there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any
other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof (and express mention of the payment
of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made (if applicable)).
The obligations of the Issuer
and the Guarantors under this Section 2.13 shall survive the termination of this Indenture and the payment of all amounts under or
with respect to the Notes.
The Notes shall be defeasible
pursuant to both of Section 14.2 and Section 14.3 of the Original Indenture.
In the event the Issuer exercises
its defeasance option with respect to the Notes pursuant to Section 14.2 of the Original Indenture, the Issuer’s and the Guarantors’
obligations with respect to the Notes under Section 2.13 of this Third Supplemental Indenture shall survive.
| 2.15 | Subordination of the Notes |
2.15.1 Notes
Subordinate.
The Issuer covenants
and agrees, and each Holder of Notes, by the acceptance thereof, covenants and agrees, that the Notes will be direct unsecured subordinated
obligations of the Issuer. The obligations of the Issuer under the Notes are hereby subordinated in right of payment to all present and
future Issuer Senior Indebtedness. The payment of all principal, premium (if any), interest and Additional Amounts on the Notes shall
rank senior to all obligations of the Issuer in respect of its own equity and in respect of equity (including preferred equity) that has
been issued by any Guarantor or BIPIC (including pursuant to any guarantee by the Issuer of the existing equity obligations of any such
other Person), and will rank pari passu with the 2084 Notes, the 2081 Notes and the Issuer’s guarantee obligations in respect
of the Perpetual Notes.
The Notes and the
obligations of the Issuer under the Indenture will be fully and unconditionally guaranteed by each Guarantor pursuant to the Indenture,
on a subordinated and joint and several basis, as to payment of principal, premium, interest and Additional Amounts (if any) and all other
Obligations payable by the Issuer in respect of the Notes. All Guarantee Obligations are hereby subordinated in right of payment to all
present and future Guarantor Senior Indebtedness. The Guarantee Obligations of each Guarantor shall rank senior to all obligations of
such Guarantor in respect of its own equity and in respect of equity (including preferred equity) that has been issued by the Issuer,
any other Guarantor or BIPIC (including pursuant to any guarantee by such Guarantor of the existing equity obligations of any such Person).
In the event that,
notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property, shall be
received by any Trustee or any Holder in contravention of the subordination provisions set out in this Third Supplemental Indenture, such
payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders
of the Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as
applicable, remaining unpaid to the extent necessary to pay all such Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable,
in full. In the event of the failure of the Trustees or any Holder to endorse or assign any such payment, distribution, or any security
or property related thereto, each holder of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, is irrevocably
authorized to endorse or assign the same.
The provisions of
this Section 2.15.1 shall not impair any rights, interests, remedies, or powers of any holder of any Issuer Senior Indebtedness or
any Guarantor Senior Indebtedness.
2.15.2 No
Payment When Issuer Senior Indebtedness or Guarantor Senior Indebtedness in Default.
In the event and
during the continuation of any default in the payment of any Issuer Senior Indebtedness or any Guarantor Senior Indebtedness, as applicable,
that is due and payable, or in the event that any event of default with respect to any Issuer Senior Indebtedness or Guarantor Senior
Indebtedness, as applicable, shall have occurred and be continuing permitting the holders of such Issuer Senior Indebtedness or Guarantor
Senior Indebtedness, as applicable (or the trustee on behalf of the holders of such Issuer Senior Indebtedness or Guarantor Senior Indebtedness,
as applicable) to declare such Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, due and payable prior to the
date on which it would otherwise have become due and payable, unless and until such default or event of default shall have been cured
or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, then no payment
shall be made by the Issuer or the applicable Guarantors on account of the principal of, premium (if any), interest or any other amounts
on the Notes or on account of the purchase or other acquisition of the Notes.
In the event that,
notwithstanding the foregoing, the Issuer or a Guarantor shall make any payment to any Trustee or Holder of any Note that is prohibited
by this Section 2.15.2, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustees, by
a written notice delivered to a Responsible Officer of the U.S. Trustee at the Corporate Trust Office of the U.S. Trustee, by a holder
of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, the Issuer, a Guarantor or a Holder, as applicable, then and in such event
such payment shall be paid over and delivered to the Issuer or such Guarantor, as applicable.
2.15.3 Payment
Permitted if No Default.
Nothing contained
in this Section 2.15 (except in Section 2.15.4) or elsewhere in this Third Supplemental Indenture, or in any of the Notes, shall
prevent the application by the U.S. Trustee or any Paying Agent of any moneys deposited with it under the Indenture to payments of the
principal of, premium (if any), interest or any other amounts on the Notes if, at the time of such deposit, a Responsible Officer of the
U.S. Trustee had not received at the Corporate Trust Office of the U.S. Trustee the Officers’ Certificate or written notice provided
for in Section 2.15.2 of any event prohibiting the making of such payment or if, at the time of such deposit (whether or not in trust)
by the Issuer with the U.S. Trustee, such payment would not have been prohibited by the provisions of this Section 2.15, and the
U.S. Trustee shall not be affected by any notice to the contrary received by it on or after such date.
2.15.4 Trustee
Not Charged with Knowledge of Prohibition.
Anything in this
Section 2.15 or elsewhere contained in the Indenture to the contrary notwithstanding, the Trustees shall not at any time be charged
with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustees, and shall
be entitled conclusively to assume that no such facts exist and that no event specified in Section 2.15.1 or Section 2.15.2
has happened, unless and until a Responsible Officer of the U.S. Trustee shall have received at the Corporate Trust Office of the U.S.
Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of
the holder or holders, or their representatives, of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, who shall
have been certified by the Issuer or such Guarantor, as possible, or otherwise established to the reasonable satisfaction of the U.S.
Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Issuer Senior Indebtedness
or Guarantor Senior Indebtedness, as applicable, shall be outstanding; and before the receipt of any such Officers’ Certificate
or written notice, the U.S. Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the
U.S. Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section 2.15 at least
three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding,
the U.S. Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were
received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business
Day period.
The Issuer shall
give prompt written notice to the U.S. Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets
to or by the U.S. Trustee or any Paying Agent.
2.15.5 Trustee
to Effectuate Subordination.
Each Holder of Notes
by such Holder’s acceptance thereof authorizes and directs the U.S. Trustee on such Holder’s behalf to take such action as
may be necessary or appropriate to effectuate the subordination as between such Holder and holders of Issuer Senior Indebtedness or Guarantor
Senior Indebtedness, as applicable, as provided in this Section 2.15 and appoints the U.S. Trustee its attorney-in-fact for any and
all such purposes.
2.15.6 Rights
of Trustees as Holder of Issuer Senior Indebtedness.
Each Trustee shall
be entitled to all the rights set forth in this Section 2.15 with respect to any Issuer Senior Indebtedness or Guarantor Senior Indebtedness,
as applicable, which may at the time be held by it, to the same extent as any other holder of Issuer Senior Indebtedness or Guarantor
Senior Indebtedness, as applicable. Nothing in this Section 2.15 shall deprive the Trustees of any rights as such holders.
2.15.7 Article Applicable
to Paying Agents.
In case at any time
any Paying Agent other than the U.S. Trustee shall have been appointed by the Issuer and be then acting under this Indenture, the term
“U.S. Trustee” as used in this Section 2.15 shall in such case (unless the context shall otherwise require) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if the Paying Agent were named
in this Section 2.15 in addition to or in place of the U.S. Trustee, provided, however, that Sections 2.15.4 and 2.15.5 shall not
apply to the Issuer or any Affiliate of the Issuer if the Issuer or such Affiliate acts as Paying Agent.
2.15.8 Subordination
Rights Not Impaired by Acts or Omissions of the Issuer or Holders of Issuer Senior Indebtedness or Guarantor Senior Indebtedness.
No right of any
present or future holders of any Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, to enforce the subordination
that is provided for in this Third Supplemental Indenture shall at any time in any way be prejudiced or impaired by any act or failure
to act on the part of the Issuer or any Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance
by the Issuer or any Guarantor with the terms, provisions, and covenants of the Indenture, regardless of any knowledge which any such
holder may have or be otherwise charged with. The holders of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable,
may, at any time or from time to time and in their absolute discretion, change the manner, place, or terms of payment, change or extend
the time of payment of, or renew or alter, any Issuer Senior Indebtedness or Guarantor Senior Indebtedness, or amend or supplement any
instrument pursuant to which any Issuer Senior Indebtedness or Guarantor Senior Indebtedness is issued or by which it may be secured,
or release any security, or exercise or refrain from exercising any other of their rights under any Issuer Senior Indebtedness or Guarantor
Senior Indebtedness, including, without limitation, the waiver of default, all without notice to or assent from the Holders of the Notes
or the Trustees and without affecting the obligations of the Issuer, any Guarantor, the Trustees, or the Holders of the Notes under this
Section 2.15.
2.15.9 Trustee’s
Rights to Compensation, Reimbursement of Expenses and Indemnification.
Nothing in this
Section 2.15 shall apply to claims of, or payments to, the Trustees under or pursuant to Sections 6.6 or 7.10 of the Original Indenture.
2.15.10 Modification
of Subordination Provisions.
Anything in this
Section 2.15 or elsewhere contained in the Indenture to the contrary notwithstanding, no modification or amendment and no supplemental
indenture shall modify the subordination provisions of this Section 2.15 in a manner that would adversely affect the holders of Issuer
Senior Indebtedness or Guarantor Senior Indebtedness.
| 2.16 | Consent and Acknowledgement of the Guarantors |
Pursuant to Section 3.1
of the Original Indenture, the Partnership hereby consents to the issuance of the Notes by the Issuer and each Guarantor acknowledges
and confirms that its obligations with respect to the Notes constitute Guarantee Obligations.
Article 3
COVENANTS OF THE PARTNERSHIP APPLICABLE TO THE NOTES
| 3.1 | Distribution Stopper Undertaking |
Unless the Issuer has paid
all interest that has been deferred or is then payable on the Notes, neither the Issuer nor the Partnership will:
| (a) | declare any distributions or dividends on the Distribution Restricted Securities or pay any interest on
any Parity Indebtedness (other than dividends or distributions in the form of stock or units, respectively, on the Distribution Restricted
Securities); |
| (b) | redeem, purchase or otherwise retire any Distribution Restricted Securities or Parity Indebtedness (except
(i) with respect to Distribution Restricted Securities or Parity Indebtedness, out of the net cash proceeds of a substantially concurrent
issue of Distribution Restricted Securities or Parity Indebtedness, respectively, or (ii) pursuant to any purchase obligation, sinking
fund, retraction privilege or mandatory redemption provisions attaching to any series of Distribution Restricted Securities); or |
| (c) | make any payment to holders of any of the Distribution Restricted Securities or any Parity Indebtedness
in respect of distributions or dividends not declared or paid on such Distribution Restricted Securities or interest not paid on such
Parity Indebtedness, respectively. |
provided that the foregoing clauses (a) and (c) shall
not apply in respect of any pro rata dividend or distribution or any other payment on any Parity Indebtedness which is made with a pro
rata payment of any accrued and payable interest with respect to the Notes.
| 3.2 | Issuance of Partnership Preferred Units |
The Partnership covenants
for the benefit of Holders of Notes that, for so long as the Notes are Outstanding, the Partnership will not create or issue any Partnership
Preferred Units which, in the event of insolvency, liquidation, dissolution or winding-up of the Partnership, would rank in right of payment
in priority to the Exchange Preferred Units.
Article 4
MISCELLANEOUS
| 4.1 | Guarantors of the Notes |
Brookfield Infrastructure
US Holdings I Corporation, a guarantor under the Original Indenture, will not be a Guarantor in respect of the Notes, and BI LLC, which
was not party to the Original Indenture, will be a Guarantor in respect of the Notes and hereby agrees to be bound by the terms of the
Indenture, including Article 5 of the Original Indenture.
| 4.2 | Ratification of Original Indenture |
The Original Indenture, as
amended and supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
| 4.3 | Acceptance of Trust by Trustees |
The Trustees hereby accept
the trusts and duties declared and provided for in, and as otherwise contemplated by, this Third Supplemental Indenture and hereby agree
to perform the same upon the terms and conditions set forth herein and as contemplated hereby and in the Original Indenture, in each case
as supplemented and amended from time to time.
Nothing in this Third Supplemental
Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any
Paying Agent, any Securities Registrar and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Third Supplemental Indenture.
This Third Supplemental Indenture,
the Notes and the Guarantors’ Guarantee Obligations shall be governed by and construed in accordance with the laws of the State
of New York, without regard to conflicts of laws principles thereof. Notwithstanding the preceding sentence of this Section 4.5,
the exercise, performance or discharge by the Canadian Trustee of any of its rights, powers, duties or responsibilities hereunder shall
be construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable thereto.
In case any one or more of
the provisions contained in this Third Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture
or of the Notes, but this Third Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. This instrument may be executed and delivered by facsimile or other electronic transmission of a counterpart
hereof bearing a manual, facsimile or other electronic signature.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]
IN WITNESS WHEREOF, the parties hereto have
caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.
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BROOKFIELD INFRASTRUCTURE FINANCE ULC |
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|
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By: |
/s/ David Krant |
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Name: |
David Krant |
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Title: |
Senior Vice President and Chief Financial Officer |
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BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED |
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By: |
/s/ Jane Sheere |
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Name: |
Jane Sheere |
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Title: |
Secretary |
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BROOKFIELD INFRASTRUCTURE L.P., by its managing general partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED |
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By: |
/s/ Jane Sheere |
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Name: |
Jane Sheere |
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Title: |
Secretary |
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BIP BERMUDA HOLDINGS I LIMITED |
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By: |
/s/ Jane Sheere |
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Name: |
Jane Sheere |
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Title: |
Secretary |
[Signature page –
Third Supplemental Indenture]
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BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC. |
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By: |
/s/ David Krant |
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Name: |
David Krant |
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Title: |
Senior Vice President and Chief Financial Officer |
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BROOKFIELD INFRASTRUCTURE LLC |
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By: |
/s/ Ralph Klatzkin |
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Name: |
Ralph Klatzkin |
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Title: |
Vice President |
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BIPC HOLDINGS INC. |
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By: |
/s/ David Krant |
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Name: |
David Krant |
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Title: |
Senior Vice President |
[Signature
page – Third Supplemental Indenture]
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COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee |
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By: |
/s/ Zhel Peters |
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Name: |
Zhel Peters |
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Title: |
Corporate Trust Officer |
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By: |
/s/ Ann Samuel |
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Name: |
Ann Samuel |
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Title: |
Associate Trust Officer |
[Signature
page – Third Supplemental Indenture]
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COMPUTERSHARE TRUST COMPANY, N.A., as U.S. Trustee |
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By: |
/s/ Corey J. Dahlstrand |
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Name: |
Corey J. Dahlstrand |
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Title: |
Vice President |
[Signature
page – Third Supplemental Indenture]
ANNEX A
[Face of Note]
[Insert if the Security is a Global Security —
THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (“DTC”), a New York corporation, to Brookfield Infrastructure Finance
ULC or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the
name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.]
BROOKFIELD INFRASTRUCTURE FINANCE ULC
6.750% Fixed-to-Fixed Reset Rate Subordinated Notes
Due March 15, 2055
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CUSIP: 11276B AA7 |
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ISIN: US11276BAA70 |
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|
| No. ● |
$● |
Brookfield Infrastructure Finance ULC, an unlimited
liability company organized under the laws of Alberta, Canada (herein called the “Issuer”, which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ●, or registered assigns,
the principal sum of ● United States Dollars on March 15, 2055 and to pay interest thereon (i) from and including the
Original Issue Date to but excluding the First Reset Date at an annual rate of 6.750% and thereafter (ii) from and including each
Interest Reset Date with respect to each Interest Reset Period to but excluding the next succeeding Interest Reset Date, the Maturity
Date or Redemption Date, as the case may be, at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest
Determination Date, plus a spread of 2.453%, to be reset on each Interest Reset Date; provided, that the interest rate during any Interest
Reset Period will not reset below 6.750% (which equals the interest rate on the Notes on the Original Issue Date), semi-annually in arrears
on March 15 and September 15 in each year, commencing on March 15, 2025.As provided in the Original Indenture (as defined
on the reverse of this Note), interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest shall
accrue from and including the Original Issue Date or from and including the most recent Interest Payment Date to which interest has been
paid or duly provided for.
The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be each March 1 or September 1, as applicable, preceding such Interest Payment Date (whether or not a Business Day), provided
that interest payable on the Maturity Date or on a Redemption Date will be paid to the person to whom principal is payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed by the U.S. Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in the Indenture.
So long as no Event of Default (as defined in
the Indenture) has occurred and is continuing, the Issuer may elect, at its sole option, at any date other than an Interest Payment Date,
to defer the interest payable on the Securities on one or more occasions for up to five consecutive years (a “Deferral Period”).
During any Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset
from time to time on any Interest Reset Date occurring during such Deferral Period). In addition, during any Deferral Period, interest
on the deferred interest (“compound interest”) will accrue at the then-applicable interest rate on the Notes (as reset from
time to time on any Interest Reset Date occurring during such Deferral Period), compounded semi-annually, to the extent permitted by applicable
law. There shall be no limit on the number of Deferral Periods that may occur. Any such deferral will not constitute an Event of Default
or any other breach under the Indenture and the Securities. Deferred interest will accrue until paid (including, to the extent permitted
by law, any compound interest). A Deferral Period terminates on any Interest Payment Date on which the Issuer pays all accrued and unpaid
interest on such date (including, to the extent permitted by law, any compound interest). No Deferral Period may extend beyond the Maturity
Date.
This Security will be automatically exchanged
into Exchange Preferred Units (as defined in the Indenture) upon an Automatic Exchange Event, in the manner, with the effect and as of
the effective time contemplated in the Indenture.
The indebtedness evidenced by this Security and
by all other Securities now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment,
to the extent and in the manner provided in the Indenture, to the prior payment in full of all present and future Issuer Senior Indebtedness,
whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. The Guarantors’ Guarantee
Obligations rank subordinate in rank and priority of payment in full of all Guarantor Senior Indebtedness on the same basis as this Security
and the obligations of the Issuer hereunder are subordinated to all Issuer Senior Indebtedness.
Payment of the principal of (and premium, if any)
and interest on this Security will be made at the Place of Payment in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debt; provided, however, that, at the option and expense of the Issuer,
payment of interest may be made by (i) cheque mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security
Register.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall, for all purposes, have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon
has been executed by the U.S. Trustee referred to on the reverse hereof by manual, facsimile or other electronic signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[The balance of this page is
intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed under its corporate seal.
Dated: ,
2024
| |
BROOKFIELD INFRASTRUCTURE FINANCE ULC |
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|
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By: |
|
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Name: David Krant |
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|
Title: Senior Vice President and Chief Financial Officer |
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| Attest: |
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Name: Keir Hunt |
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Title: President |
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|
[FORM OF U.S. TRUSTEE’S CERTIFICATE
OF AUTHENTICATION]
U.S. TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes referred to in the
Indenture referred to above.
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COMPUTERSHARE TRUST COMPANY N.A., as U.S. Trustee |
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By: Authorized Officer |
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Dated: |
(FORM OF REGISTRATION PANEL)
(NO WRITING HEREON EXCEPT BY THE U.S. TRUSTEE
OR OTHER REGISTRAR)
DATE OF
REGISTRY |
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IN WHOSE NAME
REGISTERED |
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SIGNATURE OF U.S. TRUSTEE
OR OTHER REGISTRAR |
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[Reverse of Note]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 24, 2021 (the “Original Indenture”), as supplemented by the
Third Supplemental Indenture, dated as of November 29, 2024 (the “Third Supplemental Indenture”) (the Original
Indenture and the Third Supplemental Indenture together herein called the “Indenture”, which term shall have the meaning
assigned to it in such instrument), by and among the Issuer, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P.,
BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure LLC and BIPC Holdings Inc.
(the “Guarantors”), as guarantors, and Computershare Trust Company N.A., as U.S. trustee (the “U.S. Trustee”)
and Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee”, and together with the U.S.
Trustee, the “Trustees”, which term includes any successor trustees under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $300,000,000,
of which $300,000,000 principal amount has been issued as of the date hereof. The Issuer may from time to time, without the consent of
the holders of the Securities, create and issue further securities having the same terms and conditions in all respects as the Securities
issued on the date hereof, except for the issue date, the issue price and the first payment of interest thereon. Additional securities
issued in this manner will be consolidated with and will form a single series with the Securities; provided that if any additional securities
issued after the date hereof are not fungible with the Securities issued on the date hereof for U.S. federal income tax purposes, then
such additional securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Securities.
The Issuer or a Guarantor
(as applicable) will pay to each relevant Holder or beneficial owner certain Additional Amounts in the event of the withholding or deduction
of certain Canadian or Bermudian taxes as described in the Third Supplemental Indenture. In addition, certain Other Additional Amounts
may be payable as contemplated in Section 2.13 of the Third Supplemental Indenture and as described in the applicable supplemental
indenture.
The Securities are redeemable
at the Redemption Prices as described in the Third Supplemental Indenture and in any applicable supplemental indenture as contemplated
in Section 2.07 of the Third Supplemental Indenture.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
In the event of purchase of
this Security in part only, a new Security or Securities of this series and of like tenor for the unpurchased portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantors and
the Trustees with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Issuer or the Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereafter or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the Corporate Trust Office of the U.S. Trustee or the Place of Payment, duly endorsed
by, or accompanied by a written instrument of transfer, in form satisfactory to the Issuer and the Security Registrar, duly executed by
the Holder hereof or attorney duly authorized in writing, and, thereupon, one or more new Securities of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series
are issuable only in registered form without coupons in initial denominations of $1,000.00 and multiples of $1,000.00 in excess thereof.
No service charge shall be
made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of
this Security for registration of transfer, the Issuer, the Trustees and any agent of the Issuer or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
THE LAWS OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE SECURITIES, without regard to
conflicts of laws principles thereof. Notwithstanding the preceding sentence, the exercise, performance or discharge by the Canadian
Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed in accordance with the laws of the Province
of Alberta and the federal laws of Canada applicable thereto.
The following resale restriction
is only applicable to residents of Canada who purchased this Security pursuant to a prospectus exemption under applicable Canadian securities
laws: Unless permitted under securities legislation, the Holder must not trade this Security before March 30, 2025.
All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Exhibit 4.3
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
SEVENTH AMENDMENT TO THE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
THIS AMENDMENT (the “Amendment”)
to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018 (the “Agreement”) of Brookfield
Infrastructure Partners L.P. (the “Partnership”) is made as of November 29, 2024 (the “Effective Date”),
by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
WHEREAS, on March 12,
2015, the limited partnership agreement of the Partnership was amended to allow for preferred limited partnership interests in the Partnership
and to create the Class A Preferred Limited Partnership Units;
AND WHEREAS, the General
Partner desires to amend the Agreement to create an additional series of Class A Preferred Limited Partnership Units having the rights
and restrictions set out in Part XVIII of Schedule A to this Amendment;
AND WHEREAS, pursuant
to Section 14.1 of the Agreement, subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships
Act, the General Partner (pursuant to its power of attorney from the Limited Partners), without the approval of any Limited Partner, may
amend any provision of the Agreement to reflect certain changes, including, as provided for in Section 14.1.6 of the Agreement, an
amendment that the General Partner determines in its sole discretion to be necessary or appropriate for the creation, authorization or
issuance of any class or series of Partnership Interests;
AND WHEREAS, the General
Partner desires to amend the Agreement as set out herein;
NOW THEREFORE,
| 1. | Section 1.1.2 of the Agreement is hereby deleted in its entirety and replaced with the following: |
“Agreement” means
this Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., as amended by the First Amendment
to the Amended and Restated Limited Partnership Agreement of the Partnership dated as of September 12, 2018, the Second Amendment
to the Amended and Restated Limited Partnership Agreement of the Partnership dated as of February 27, 2020, the Third Amendment to
the Amended and Restated Limited Partnership Agreement of the Partnership dated as of September 21, 2020, the Fourth Amendment to
the Amended and Restated Limited Partnership Agreement of the Partnership dated as of January 21, 2021, the Fifth Amendment to the
Amended and Restated Limited Partnership Agreement of the Partnership dated as of May 24, 2021, the Sixth Amendment to the Amended
and Restated Limited Partnership Agreement of the Partnership dated as of May 31, 2024 and the Seventh Amendment to the Amended and
Restated Limited Partnership Agreement of the Partnership dated as of November 29, 2024;
| 2. | Schedule A of the Agreement is hereby amended by adding Part XVIII of Schedule A to this Amendment
as Part XVIII of Schedule A of the Agreement. |
| 3. | This Amendment shall be effective as of the Effective Date. |
| 4. | This Amendment shall be governed by and construed in accordance with the laws of Bermuda. |
| 5. | Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect. |
| 6. | This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original
and all of which shall be construed together as one agreement. |
[Remainder of this page left blank intentionally]
IN WITNESS WHEREOF, the
General Partner has executed this Amendment as of the Effective Date.
| |
GENERAL PARTNER:
BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED |
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|
|
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By: |
/s/ James Bodi |
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Name: |
James Bodi |
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Title: |
Vice President |
[Seventh Amendment to BIP A&R LPA]
SCHEDULE A
PART XVIII
Number and Designation of and Rights, Privileges,
Restrictions and Conditions
Attaching to the Class A Preferred Limited
Partnership Units, Series 17
The seventeenth series of
Class A Preferred Limited Partnership Units of the Partnership shall consist of preferred limited partnership interests designated
as Class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”) and, in
addition to the rights, privileges, restrictions and conditions attaching to the Class A Preferred Limited Partnership Units as a
class, shall have attached thereto the following rights, privileges, restrictions and conditions:
For the purposes hereof, the following
capitalized terms shall have the following meanings, unless the context otherwise requires:
“Additional Amounts”
has the meaning specified in Section 2(C)(e)(i) to this Part XVIII of Schedule A.
“Arrears” means,
with respect to the Series 17 Distributions, the full cumulative Series 17 Distributions through the most recent Series 17
Distribution Payment Date that have not been paid on all Outstanding Series 17 Preferred Units.
“Assignee” means
a Person to whom one or more Partnership Interests have been transferred in a manner permitted under this Agreement.
“Automatic Exchange Event”
means the occurrence of any of: (i) the making by the Issuer of a general assignment for the benefit of its creditors or a proposal
(or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding
instituted by the Issuer and/or the Partnership seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy)
or insolvent or, where the Issuer and/or the Partnership are insolvent, seeking liquidation, winding up, dissolution, reorganization,
arrangement, compromise, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency
in Canada or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or
other similar official for the Issuer and/or the Partnership or in respect of all or any substantial part of their property and assets
in circumstances where the Issuer and/or the Partnership are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or
insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over the Issuer and/or the Partnership
or for all or substantially all of their property and assets by a court of competent jurisdiction in circumstances where the Issuer and/or
the Partnership are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent under any law relating to bankruptcy
or insolvency in Canada or Bermuda (as applicable); or (iv) any proceeding is instituted against the Issuer and/or the Partnership
seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent, or where the Issuer and/or the
Partnership are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, compromise, adjustment, protection,
relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable), or seeking
the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the
Partnership or in respect of all or any substantial part of their property and assets in circumstances where the Issuer and/or the Partnership
are adjudged as bankrupt or insolvent under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable), and in
any such case, such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions
sought in such proceedings occur (including the entry of an order for relief against the Issuer and/or the Partnership or the appointment
of a receiver, interim receiver, trustee, or other similar official for them or for all or substantially all of their property and assets).
“Change in Tax Law”
means (i) a change in or amendment to laws, regulations or rulings of any Relevant Taxing Jurisdiction, (ii) a change in the
official application or interpretation of those laws, regulations or rulings, (iii) any execution of or amendment to any treaty affecting
taxation to which any Relevant Taxing Jurisdiction is party or (iv) a decision rendered by a court of competent jurisdiction in any
Relevant Taxing Jurisdiction, whether or not such decision was rendered with respect to the Partnership, in each case described in (i)-(iv) above
occurring after November 29, 2024; provided that in the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor
Entity is organized, such Change in Tax Law must occur after the date on which the Partnership consolidates, merges or amalgamates (or
engages in a similar transaction) with the Successor Entity, or conveys, transfers or leases substantially all of the Partnership’s
properties and assets to the Successor Entity, as applicable.
“Depositary” means,
with respect to any Series 17 Preferred Units issued in global form, The Depository Trust Company and its successors and permitted
assigns.
“Issuer” means Brookfield
Infrastructure Finance ULC, an unlimited liability company organized under the laws of the Province of Alberta, Canada.
“Notes” means the
6.750% fixed-to-fixed reset rate subordinated notes due March 15, 2055 issued by the Issuer and guaranteed, on a subordinated basis,
by the Partnership, Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc.,
Brookfield Infrastructure LLC and BIPC Holdings Inc.
“Paying Agent” means
the Series 17 Transfer Agent, acting in its capacity as paying agent for the Series 17 Preferred Units, and its respective successors
and assigns or any other paying agent appointed by the General Partner; provided, however, that if no Paying Agent is specifically designated
for the Series 17 Preferred Units, the General Partner shall act in such capacity.
“Relevant Date”
has the meaning specified in Section 2(C)(e)(ii) to this Part XVIII of Schedule A.
“Relevant Taxing Jurisdiction”
means (i) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (ii) any jurisdiction
from or through which the Partnership or the Paying Agent is making payments on the Series 17 Preferred Units or any political subdivision
or governmental authority of or in that jurisdiction with the power to tax or (iii) any other jurisdiction in which the Partnership
or a Successor Entity is organized or generally subject to taxation or any political subdivision or governmental authority of or in that
jurisdiction with the power to tax.
“Series 17 Distribution
Payment Date” means each March 15 and September 15 following the Series 17 Original Issue Date; provided however,
that if any Series 17 Distribution Payment Date would otherwise occur on a day that is not a Business Day, such Series 17 Distribution
Payment Date shall instead be on the immediately succeeding Business Day without the accrual of additional distributions.
“Series 17 Distribution
Period” means a period of time from and including the preceding Series 17 Distribution Payment Date to, but excluding,
the next Series 17 Distribution Payment Date for such Series 17 Distribution Period (other than the initial Series 17 Distribution
Period, which means a period of time from and including the Series 17 Original Issue Date to, but excluding, the first Series 17
Distribution Payment Date thereafter).
“Series 17 Distribution
Rate” means the distribution rate payable on the Series 17 Preferred Units from time to time, being the same rate as the
interest rate which would have accrued on the Notes at any such time if such Notes had not been automatically converted into Series 17
Preferred Units upon an Automatic Exchange Event, and had remained outstanding.
“Series 17 Distribution
Record Date” has the meaning given to such term in Section 2(C)(b)(iii) to this Part XVIII of Schedule A.
“Series 17 Distributions”
means distributions with respect to Series 17 Preferred Units pursuant to Section 2(C)(b) to this Part XVIII of Schedule
A.
“Series 17 Holder”
means a Record Holder of Series 17 Preferred Units.
“Series 17 Junior Securities”
means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests and distributions
upon dissolution, liquidation or winding-up of the Partnership, whether voluntary or involuntary, pursuant to Article 13 of the Agreement,
ranks junior to the Series 17 Preferred Units, including Equity Units and the General Partner Units, but excluding any Series 17
Parity Securities and Series 17 Senior Securities.
“Series 17 Liquidation
Preference” means a liquidation preference for each Series 17 Preferred Unit equal to $1,000 per unit (subject to adjustment
for any splits, combinations or similar adjustments to the Series 17 Preferred Units).
“Series 17 Original Issue
Date” means the day upon which the Series 17 Preferred Units are issued upon the occurrence of an Automatic Exchange Event
in accordance with this Part XVIII of Schedule A.
“Series 17 Parity Securities”
means (i) every class or series of the Class A Preferred Units and Series 17 Preferred Units and (ii) any class or
series of Partnership Interests established after the Series 17 Original Issue Date by the General Partner, the terms of which class
or series pursuant to written agreement expressly provide that it ranks on parity in right of payment with the Series 17 Preferred
Units as to distributions and amounts payable upon dissolution, liquidation or winding-up of the Partnership, whether voluntary or involuntary,
pursuant to Article 13 of the Agreement.
“Series 17 Preferred
Units” has the meaning given to such term in the preamble to this Part XVIII of Schedule A.
“Series 17 Redemption
Date” has the meaning given such term in Section 2(C)(d)(i) to this Part XVIII of Schedule A.
“Series 17 Redemption
Notice” has the meaning given such term in Section 2(C)(d)(ii) to this Part XVIII of Schedule A.
“Series 17 Redemption
Payments” means payments to be made to the Series 17 Holders to redeem Series 17 Preferred Units in accordance with
Section 2(C)(d) to this Part XVIII of Schedule A.
“Series 17 Redemption
Price” has the meaning given such term in Section 2(C)(d)(i) to this Part XVIII of Schedule A.
“Series 17 Senior Securities”
means any class or series of Partnership Interests established after the Series 17 Original Issue Date by the General Partner, the
terms of which class or series pursuant to written agreement expressly provide that it ranks senior to the Series 17 Preferred Units
as to distributions and amounts payable upon dissolution, liquidation or winding-up of the Partnership, whether voluntary or involuntary,
pursuant to Article 13 of the Agreement.
“Series 17 Transfer Agent”
means Computershare Inc., and its successors and assigns, or any other transfer agent and registrar appointed by the General Partner for
the Series 17 Preferred Units.
“Successor Entity”
means an entity formed by a consolidation, merger, amalgamation or other similar transaction involving the Partnership or an entity to
which the Partnership conveys, transfers or leases substantially all its properties and assets.
“Tax Event” has
the meaning specified in Section 2(C)(d)(i) to this Part XVIII of Schedule A.
| 2. | Terms of Series 17 Preferred Units |
| A. | General. Each Series 17 Preferred Unit shall be identical in all respects to every other Series 17
Preferred Unit, except as to the respective dates from which the Series 17 Liquidation Preference shall increase or from which Series 17
Distributions may begin accruing, to the extent such dates may differ. The Series 17 Preferred Units represent perpetual interests
in the Partnership and shall not give rise to a claim by the Partnership or a Series 17 Holder for conversion or, except as set forth
in Section 2(C)(d) to this Part XVIII of Schedule A, redemption thereof at a particular date. |
| B. | Issuance. The issue price of each Series 17 Preferred Unit shall be $1,000 principal amount
of Notes or $1,000 of accrued and unpaid interest on the Notes, if any. |
| C. | Rights of Series 17 Preferred Units. The Series 17 Preferred Units shall have the following
rights, preferences and privileges and shall be subject to the following duties and obligations: |
| a. | Series 17 Preferred Units. |
| i. | The authorized number of Series 17 Preferred Units shall be unlimited. Series 17 Preferred Units
that are purchased or otherwise acquired by the Partnership shall be cancelled. |
| ii. | The Series 17 Preferred Units shall be represented by one or more global Certificates registered
in the name of the Depositary or its nominee, and no Series 17 Holder shall be entitled to receive a definitive Certificate evidencing
its Series 17 Preferred Units, unless otherwise required by law or the Depositary gives notice of its intention to resign or is no
longer eligible to act as such with respect to the Series 17 Preferred Units and the General Partner shall have not selected a substitute
Depositary within sixty (60) calendar days thereafter. So long as the Depositary shall have been appointed and is serving with respect
to the Series 17 Preferred Units, payments and communications made by the Partnership to Series 17 Holders shall be made by
making payments to, and communicating with, the Depositary. |
| i. | Distributions on each Outstanding Series 17 Preferred Unit shall be cumulative and shall accrue at
the applicable Series 17 Distribution Rate from and including the Series 17 Original Issue Date (or, for any subsequently issued
and newly Outstanding Series 17 Preferred Units, from and including the Series 17 Distribution Payment Date immediately preceding
the issue date of such Series 17 Preferred Units) until such time as the Partnership pays the Series 17 Distribution or redeems
such Series 17 Preferred Unit in accordance with Section 2(C)(d) to this Part XVIII of Schedule A, whether or not
such Series 17 Distributions shall have been declared. Series 17 Holders shall be entitled to receive Series 17 Distributions
from time to time out of any assets of the Partnership legally available for the payment of distributions at the Series 17 Distribution
Rate per Series 17 Preferred Unit when, as, and, if declared by the General Partner. Series 17 Distributions, to the extent
declared by the General Partner to be paid by the Partnership in accordance with this Section 2(C)(b) to this Part XVIII
of Schedule A, shall be paid, in Arrears, on each Series 17 Distribution Payment Date. Series 17 Distributions shall accrue
in each Series 17 Distribution Period, provided that distributions shall accrue on accrued but unpaid Series 17 Distributions
at the Series 17 Distribution Rate. If any Series 17 Distribution Payment Date otherwise would occur on a date that is not a
Business Day, declared Series 17 Distributions shall be paid on the immediately succeeding Business Day without the accrual of additional
distributions. Series 17 Distributions shall be payable based on a 360-day year consisting of twelve 30-day months. All Series 17
Distributions that are (1) accrued and unpaid or (2) payable by the Partnership pursuant to this Section 2(C)(b) or
2(C)(e)(i) to this Part XVIII of Schedule A shall be payable without regard to the income of the Partnership and shall be treated
for U.S. federal income tax purposes as guaranteed payments for the use of capital under Section 707(c) of the Code, including
for the purpose of determining income, gain, loss, and expense of the Partnership and maintaining capital accounts, unless there is a
change in Tax law or administrative practice that requires treatment other than as guaranteed payments for U.S. federal income tax purposes,
as determined in the sole discretion of the General Partner. For U.S. federal income tax purposes, the deduction attributable to any amount
treated as a guaranteed payment shall be specially allocated to the Partners in a manner determined by the General Partner in its sole
discretion that is not inconsistent with the applicable provisions of the Code and Treasury Regulations. Such guaranteed payments with
respect to any Series 17 Distribution Period shall be for the account of Series 17 Holders as of the applicable Series 17
Distribution Record Date, or as otherwise reasonably determined by the General Partner. |
| ii. | [Intentionally Omitted] |
| iii. | Not later than 5:00 p.m., New York City time, on each Series 17 Distribution Payment Date, the Partnership
shall pay those Series 17 Distributions, if any, that shall have been declared by the General Partner to Series 17 Holders on
the Record Date for the applicable Series 17 Distribution. The Record Date (the “Series 17 Distribution Record Date”)
for the payment of any Series 17 Distributions shall be the last business day of the calendar month prior to the applicable Series 17
Distribution Payment Date, or such other record date as may be fixed by the General Partner in accordance with this Section 2 to
this Part XVIII of Schedule A. So long as any Series 17 Preferred Units are Outstanding, no distribution shall be declared or
paid or set aside for payment on any Series 17 Junior Securities (other than a distribution payable solely in Series 17 Junior
Securities) unless all accrued and unpaid Series 17 Distributions up to and including such distributions payable for the last completed
Series 17 Distribution Period, and all accrued and unpaid distributions up to and including the distribution payable for the last
completed period for which distributions were payable on all Series 17 Preferred Units and Series 17 Parity Securities, have
been declared and paid or set apart for payment; provided, however, notwithstanding anything to the contrary in this Section 2(C)(b)(iii) to
this Part XVIII of Schedule A, if a distribution period with respect to a class of Series 17 Junior Securities or Series 17
Parity Securities is shorter than the Series 17 Distribution Period, the General Partner may declare and pay regular distributions
with respect to such Series 17 Junior Securities or Series 17 Parity Securities, so long as, at the time of declaration of such
distribution, (i) there are no Series 17 Distributions in Arrears, and (ii) the General Partner expects to have sufficient
funds to pay the full distribution in respect of the Series 17 Preferred Units on the next successive Series 17 Distribution
Payment Date. Accrued Series 17 Distributions in Arrears for any past Series 17 Distribution Period may be declared by the General
Partner and paid on any date fixed by the General Partner, whether or not a Series 17 Distribution Payment Date, to Series 17
Holders on the Record Date for such payment, which may not be less than 10 days before such payment date. Subject to the next succeeding
sentence, if all accrued Series 17 Distributions in Arrears on all Outstanding Series 17 Preferred Units and all accrued distributions
in arrears on any Series 17 Preferred Units and any Series 17 Parity Securities shall not have been declared and paid, or if
sufficient funds for the payment thereof shall not have been set apart, payment of accrued distributions in Arrears on the Series 17
Preferred Units and accrued distributions in arrears on any such Series 17 Parity Securities shall be made in order of their respective
distribution payment dates, commencing with the earliest distribution payment date. If less than all distributions payable with respect
to all Series 17 Preferred Units and any other Series 17 Parity Securities are to be paid for any distribution period, any partial
payment shall be made pro rata with respect to the Series 17 Preferred Units and any such other Series 17 Parity Securities
entitled to a distribution payment at such time in proportion to the aggregate distribution amounts remaining due in respect of such Series 17
Preferred Units and such other Series 17 Parity Securities, if any, at such time and apportioned equally among them in accordance
with the relative amount to be paid or allocated to each group. For purposes of the preceding sentence, each distribution period for any
Series 17 Parity Securities that ends on a date other than March 15 or September 15 of any year shall be deemed the same
distribution period as the distribution period for Series 17 Parity Securities that ends on March 15 or September 15, respectively,
of such year. Subject to Sections 13.3 of the Agreement and Section 2(C)(g) to this Part XVIII of Schedule A, Series 17
Holders shall not be entitled to any distribution, whether payable in cash, property or Partnership Interests, in excess of full cumulative
Series 17 Distributions. Except insofar as distributions accrue on the amount of any accrued and unpaid Series 17 Distributions
as described in Section 2(C)(b)(i) to this Part XVIII of Schedule A, no interest or sum of money in lieu of interest shall
be payable in respect of any distribution payment which may be in Arrears on the Series 17 Preferred Units. So long as the Series 17
Preferred Units are held of record by the Depositary or its nominee, declared Series 17 Distributions shall be paid to the Depositary
in same-day funds on each Series 17 Distribution Payment Date or other distribution payment date in the case of payments for Series 17
Distributions in Arrears. If on any Series 17 Distribution Payment Date, the Series 17 Distributions accrued to such date are
not paid in full on all of the Series 17 Preferred Units then Outstanding, such Series 17 Distributions, or the unpaid part
thereof, shall be paid on a subsequent date or dates determined by the General Partner on which the Partnership shall have sufficient
monies legally available for such Series 17 Distributions under Bermuda law. |
| i. | Notwithstanding anything to the contrary in this Agreement, the Series 17 Preferred Units shall not
have any voting rights or rights to consent or approve any action or matter, except as set forth in clause (ii) below and in Section 5.4
of Part I of Schedule A to this Agreement, this Section 2(C)(c) to this Part XVIII of Schedule A or as otherwise required
by Bermuda law. |
| ii. | The Series 17 Holders shall not have any right or authority to act for or bind the Partnership or
to take part or in any way to interfere in the conduct or management of the Partnership or (except as otherwise provided by law and except
for meetings of the holders of Class A Preferred Limited Partnership Units as a class and meetings of the Series 17 Holders
as a series, in each case in respect of matters which limited partners may properly vote under Bermuda law) be entitled to receive notice
of, attend, or vote at any meeting of unitholders of the Partnership unless and until the Partnership shall have failed to pay four semi-annual
Series 17 Distributions, whether or not consecutive and whether or not such distributions have been declared and whether or not there
are any monies of the Partnership legally available for distributions under Bermuda law. In the event of such non-payment, and for only
so long as any such distributions remain in Arrears, the Holders will be entitled to receive notice of and to attend each meeting of unitholders
of the Partnership (other than any meetings at which only holders of another specified class or series are entitled to vote) and such
Holders shall have the right, at any such meeting, to one vote for each Series 17 Preferred Unit held. No other voting rights shall
attach to the Series 17 Preferred Units in any circumstances. Upon payment of the entire amount of all cumulative preferential cash
distributions in Arrears, the voting rights of the Series 17 Holders shall forthwith cease (unless and until the same default shall
again arise under the provisions of this Section 2(C)(c)(ii) to this Part XVIII of Schedule A). |
| iii. | Notwithstanding anything to the contrary in this Agreement or as otherwise required by Bermuda law, the
General Partner shall not adopt any amendment to the Partnership Agreement that has a material adverse effect on the powers, preferences,
duties or special rights of the Series 17 Preferred Units unless such amendment (i) is approved by a resolution signed by Series 17
Holders owning not less than the percentage of the Series 17 Preferred Units that would be necessary to authorize such action at
a meeting of Series 17 Holders at which all Series 17 Holders were present and voted or were represented by proxy or (ii) is
passed by an affirmative vote of at least 66 2/3% of the votes cast at a meeting of Series 17 Holders duly called for that purpose
and at which the holders of at least 25% of the outstanding Series 17 Preferred Units are present or represented by proxy; provided,
however, that (x) subject to Section 5.4 of Part I of Schedule A to this Agreement, the issuance of additional Partnership
Interests (and any amendment to this Agreement in connection therewith) shall not be deemed to constitute such a material adverse effect
for purposes of this Section 2(C)(c)(ii) to this Part XVIII of Schedule A and (y) for purposes of this Section 2(C)(c)(ii) to
this Part XVIII of Schedule A, no amendment of this Agreement in connection with a merger or other transaction in which the Partnership
is the surviving entity and the Series 17 Preferred Units remain Outstanding with the terms thereof materially unchanged in any respect
adverse to the Series 17 Holders shall be deemed to materially and adversely affect the powers, preferences, duties, or special rights
of the Series 17 Preferred Units. If at any such meeting the holders of Series 17 Preferred Units of at least 25% of the then
Outstanding Series 17 Preferred Units are not present or represented by proxy within one-half hour after the time appointed for such
meeting, then the meeting shall be adjourned to such date not less than five (5) days thereafter and to such time and place as may
be designated by the chairman of such meeting. At such adjourned meeting, the Series 17 Holders present or represented by proxy may
transact the business for which the meeting was originally called and the Series 17 Holders then present or represented by proxy
shall form the necessary quorum. |
| iv. | For any matter described in this Section 2(C)(c) to this Part XVIII of Schedule A in which
the Series 17 Holders are entitled to vote as a series (whether separately or together with the holders of any Series 17 Parity
Securities), such Series 17 Holders shall be entitled to one vote per Series 17 Preferred Unit. The proxy rules applicable
to, the formalities to be observed in respect of the giving notice of, and the formalities to be observed in respect of the conduct of,
any meeting or any adjourned meeting of Series 17 Holders shall be those from time to time prescribed by the Agreement with respect
to meetings of unitholders or, if not so prescribed, as required by law. Any Series 17 Preferred Units held by the Partnership or
any of its Subsidiaries or their Affiliates shall not be entitled to vote. |
| v. | Notwithstanding Section 2(C)(c)(ii) to this Part XVIII of Schedule A and Section 5.4
of Part I of Schedule A to this Agreement, no vote of the Series 17 Holders shall be required if, at or prior to the time when
such action is to take effect, provision is made for the redemption of all Series 17 Preferred Units at the time Outstanding. |
| d. | Optional Redemption; Change in Tax Law. |
| i. | The Partnership shall have the right (i) at any time from December 15, 2029 and ending on and
including March 15, 2030, in whole or in part, (ii) after March 15, 2030, on any Series 17 Distribution Payment Date,
in whole or in part, or (iii) if as a result of a Change in Tax Law there is, in the Partnership’s reasonable determination,
a substantial probability that the Partnership or any Successor Entity would become obligated to pay any Additional Amounts on the next
succeeding Series 17 Distribution Payment Date and the payment of those Additional Amounts cannot be avoided by the use of any reasonable
measures available to the Partnership or any Successor Entity (a “Tax Event”), in whole but not in part, to redeem
the Series 17 Preferred Units, using any source of funds legally available for such purpose. Any such redemption shall occur on a
date set by the General Partner (the “Series 17 Redemption Date”). The Partnership shall effect any such redemption
by paying cash for each Series 17 Preferred Unit to be redeemed equal to 100%, of the Series 17 Liquidation Preference for such
Series 17 Preferred Unit on such Series 17 Redemption Date plus an amount equal to all unpaid Series 17 Distributions thereon
from the Series 17 Original Issue Date to, but excluding, the Series 17 Redemption Date (whether or not such distributions shall
have been declared) (the “Series 17 Redemption Price”). So long as the Series 17 Preferred Units to be redeemed
are held of record by the Depositary or the nominee of the Depositary, the Series 17 Redemption Price shall be paid by the Paying
Agent to the Depositary on the Series 17 Redemption Date. |
| ii. | The Partnership shall give notice of any redemption by mail, postage prepaid, not less than 30 days and
not more than 60 days before the scheduled Series 17 Redemption Date to the Series 17 Holders (as of 5:00 p.m. New York
City time on the Business Day next preceding the day on which notice is given) of any Series 17 Preferred Units to be redeemed as
such Series 17 Holders’ names appear on the books of the Series 17 Transfer Agent and at the address of such Series 17
Holders shown therein. Such notice (the “Series 17 Redemption Notice”) shall state, as applicable: (1) the
Series 17 Redemption Date, (2) the number of Series 17 Preferred Units to be redeemed and, if less than all Outstanding
Series 17 Preferred Units are to be redeemed, the number (and in the case of Series 17 Preferred Units in certificated form,
the identification) of Series 17 Preferred Units to be redeemed from such Series 17 Holder, (3) the Series 17 Redemption
Price, (4) the place where any Series 17 Preferred Units in certificated form are to be redeemed and shall be presented and
surrendered for payment of the Series 17 Redemption Price therefor (which shall occur automatically if the Certificate representing
such Series 17 Preferred Units is issued in the name of the Depositary or its nominee), (5) that distributions on the Series 17
Preferred Units to be redeemed shall cease to accrue from and after such Series 17 Redemption Date. So long as the Series 17
Preferred Units are held of record by the Depositary or its nominee, the Partnership shall give notice, or cause notice to be given, to
the Depositary, and (6) any conditions precedent to redemption; in addition, if such redemption or notice of redemption is subject
to satisfaction of one or more conditions precedent, such notice of redemption shall state that, in the Partnership’s discretion,
the Series 17 Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied or waived,
and a new Series 17 Redemption Date will be set by the Partnership in accordance with applicable depositary or trustee procedures,
or such redemption may not occur and such notice of redemption may be rescinded in the event that any or all such conditions precedent
shall not have been satisfied or waived by the Series 17 Redemption Date, or by the Series 17 Redemption Date as so delayed,
or such notice may be rescinded at any time if in the good faith judgement of the Partnership any or all of such conditions will not be
satisfied or waived. |
| iii. | If less than all of the then Outstanding Series 17 Preferred Units are at any time to be redeemed,
then the particular Series 17 Preferred Units to be redeemed shall be selected on a pro rata basis disregarding fractions or in such
manner as the General Partner in its sole discretion may, by resolution determine. The aggregate Series 17 Redemption Price for any
such partial redemption of the Outstanding Series 17 Preferred Units shall be allocated correspondingly among the redeemed Series 17
Preferred Units. The Series 17 Preferred Units not redeemed shall remain Outstanding and entitled to all the rights, preferences
and duties provided in this Section 2 to this Part XVIII of Schedule A. |
| iv. | If the Partnership gives or causes to be given a Series 17 Redemption Notice, the Partnership shall
deposit with the Paying Agent funds sufficient to redeem the Series 17 Preferred Units as to which such Series 17 Redemption
Notice shall have been given, no later than 10:00 a.m. New York City time on the Series 17 Redemption Date, and shall give the
Paying Agent irrevocable instructions and authority to pay the Series 17 Redemption Price to each Series 17 Holder whose Series 17
Preferred Units are to be redeemed upon surrender or deemed surrender (which shall occur automatically if the Certificate representing
such Series 17 Preferred Units is issued in the name of the Depositary or its nominee) of the Certificates therefor as set forth
in the Series 17 Redemption Notice. If a Series 17 Redemption Notice shall have been given, from and after the Series 17
Redemption Date, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for
payment pursuant to the Series 17 Redemption Notice, all Series 17 Distributions on such Series 17 Preferred Units to be
redeemed shall cease to accrue and all rights of holders of such Series 17 Preferred Units as Limited Partners with respect to such
Series 17 Preferred Units to be redeemed shall cease, except the right to receive the Series 17 Redemption Price, and such Series 17
Preferred Units shall not thereafter be transferred on the books of the Series 17 Transfer Agent or be deemed to be Outstanding for
any purpose whatsoever. The Series 17 Holders shall have no claim to the interest income, if any, earned on funds deposited with
the Paying Agent. Any funds deposited with the Paying Agent hereunder by the Partnership for any reason, including redemption of Series 17
Preferred Units, that remain unclaimed or unpaid after one year after the applicable Series 17 Redemption Date or other payment date,
as applicable, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the
Series 17 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series 17
Redemption Notice, there shall be no redemption of any Series 17 Preferred Units called for redemption until funds sufficient to
pay the full Series 17 Redemption Price of such Series 17 Preferred Units shall have been deposited by the Partnership with
the Paying Agent. |
| v. | Any Series 17 Preferred Units that are redeemed or otherwise acquired by the Partnership shall be
cancelled. If only a portion of the Series 17 Preferred Units represented by a Certificate shall have been called for redemption,
upon surrender of the Certificate to the Paying Agent (which shall occur automatically if the Certificate representing such Series 17
Preferred Units is registered in the name of the Depositary or its nominee), the Partnership shall issue and the Paying Agent shall deliver
to the Series 17 Holders a new Certificate (or adjust the applicable book-entry account) representing the number of Series 17
Preferred Units represented by the surrendered Certificate that have not been called for redemption. |
| vi. | Notwithstanding anything to the contrary in this Section 2 to this Part XVIII of Schedule A,
unless all accrued and unpaid Series 17 Distributions up to and including the distribution payable for the last completed Series 17
Distribution Period, and all accrued and unpaid distributions up to and including the distribution payable for the last completed period
for which distributions were payable on all Series 17 Preferred Units and Series 17 Parity Securities, have been declared and
paid or set apart for payment, the Partnership shall not be permitted to repurchase, redeem or otherwise acquire, in whole or in part,
any Series 17 Preferred Units or Series 17 Parity Securities, except pursuant to a purchase or exchange offer made on the same
relative terms to all Series 17 Holders and holders of any Series 17 Parity Securities. So long as any Series 17 Preferred
Units are Outstanding, except out of the net cash proceeds of a substantially concurrent issue of Series 17 Junior Securities, unless
all accrued and unpaid Series 17 Distributions up to and including the distribution payable for the last completed Series 17
Distribution Period, and all accrued and unpaid distributions up to and including the distribution payable for the last completed period
for which distributions were payable on all Series 17 Preferred Units and Series 17 Parity Securities, have been declared and
paid or set apart for payment, the Partnership shall not be permitted to redeem, repurchase or otherwise acquire any Equity Units or any
other Series 17 Junior Securities. |
| e. | Payment of Additional Amounts. |
| i. | The Partnership shall make all payments on the Series 17 Preferred Units free and clear of and without
withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges
of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless such taxes, fees, duties, assessments
or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or rulings promulgated thereunder)
of any Relevant Taxing Jurisdiction for the Series 17 Preferred Units or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction
or by a taxing authority in any Relevant Taxing Jurisdiction). If a withholding or deduction at source is required, the Partnership shall,
subject to the limitations and exceptions set forth in this Section 2(C)(e) and Section 2(C)(f) to this Part XVIII
of Schedule A, pay to the Series 17 Holders such additional amounts (the “Additional Amounts”) as distributions
as may be necessary so that every net payment made to such holders, after such withholding or deduction (including any such withholding
or deduction from such Additional Amounts), shall be equal to the amounts the Partnership would otherwise have been required to pay had
no such withholding or deduction been required. |
| ii. | The Partnership shall not be required to pay any Additional Amounts for or on account of: |
| a) | any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed
but for the fact that such holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment
or was physically present in, the Relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with
the Relevant Taxing Jurisdiction other than by reason of the mere ownership of, or receipt of payment under, the Series 17 Preferred
Units or any Series 17 Preferred Units presented for payment (where presentation is required for payment) more than 30 days after
the Relevant Date (except to the extent that the holder would have been entitled to such amounts if it had presented such units for payment
on any day within such 30 day period). The “Relevant Date” means, in respect of any payment, the date on which such
payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Paying Agent on or prior
to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payment
to holders and notice to that effect shall have been duly given to the Series 17 Holders; |
| b) | any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental
charge or any tax, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payment of
the liquidation preference or of any distributions on the Series 17 Preferred Units; |
| c) | any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the
failure by the holder of such Series 17 Preferred Units to comply with any reasonable request by the Partnership addressed to the
holder within 90 days of such request (i) to provide information concerning the nationality, residence or identity of the holder
or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement that is required or imposed
by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all
or part of such tax, fee, duty, assessment or other governmental charge; |
| d) | any tax, fee, duty, assessment or governmental charge imposed under the Code; or |
| e) | any combination of the foregoing. |
| iii. | In addition, the Partnership shall not pay Additional Amounts with respect to any payment on any such
Series 17 Preferred Units to any holder that is a fiduciary, partnership, limited liability company or other pass-through entity
other than the sole beneficial owner of such Series 17 Preferred Units if such payment would be required by the laws of the Relevant
Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary
or a member of such partnership, limited liability company or other pass-through entity or a beneficial owner to the extent such beneficiary,
partner or settlor would not have been entitled to such Additional Amounts had it been the holder of the Series 17 Preferred Units. |
| i. | At any time following a Change in Tax Law, the Partnership may, without the consent of any Series 17
Holder, vary the terms of the Series 17 Preferred Units such that they remain securities which would eliminate the substantial probability
that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 17 Preferred
Units as a result of a Change in Tax Law. The terms of the varied securities considered in the aggregate cannot be less favorable to holders
than the terms of the Series 17 Preferred Units prior to being varied; provided that no such variation of terms shall change the
specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional
redemption may not be exercised by the Partnership) or currency of, the Series 17 Preferred Units, reduce the liquidation preference
thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation,
dissolution or winding-up of the Series 17 Preferred Units, or change the foregoing list of items that may not be so amended as part
of such variation. Further, no such variation of terms shall impair the right of a holder of the securities to institute suit for the
payment of any amounts due, but unpaid with respect to such holder’s securities. |
| ii. | Prior to any variation, the Partnership shall be required to receive an opinion of independent legal advisers
to the effect that holders and beneficial owners of the Series 17 Preferred Units (including as holders and beneficial owners of
the varied securities) will not recognize income, gain or loss for United States federal income tax purposes as a result of such variation
and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been
the case had such variation not occurred. |
| iii. | Any variation of the Series 17 Preferred Units described above shall be made after notice is given
to the Series 17 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation. |
| g. | Liquidation Rights. In the event of the liquidation, dissolution or winding-up of the Partnership,
whether voluntary or involuntary, unless the Partnership is continued under the election to reconstitute and continue the Partnership
pursuant to Section 13.2 of the Agreement, the Series 17 Holders shall be entitled to receive the Series 17 Liquidation
Preference per Series 17 Preferred Unit held by them, together with all accrued (whether or not declared) and unpaid Series 17
Distributions up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Partnership),
before any amounts shall be paid or any assets of the Partnership distributed to the holders of any Series 17 Junior Securities.
Upon payment of the amounts set forth in the immediately preceding sentence, the Series 17 Holders shall not be entitled to share
in any further distribution of the assets of the Partnership. |
| h. | Rank. The Series 17 Preferred Units shall each be deemed to rank as to payment of distributions
on such Partnership Interests and distributions upon liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary: |
| i. | senior to any Series 17 Junior Securities; |
| ii. | on parity in right of payment with any Series 17 Parity Securities; and |
| iii. | junior to all existing and future indebtedness of the Partnership with respect to assets available to
satisfy claims against the Partnership and any other Series 17 Senior Securities. |
| i. | No Sinking Fund. The Series 17 Preferred Units shall not have the benefit of any sinking fund. |
| j. | Record Holders. To the fullest extent permitted by applicable law, the General Partner, the Partnership,
the Series 17 Transfer Agent, and the Paying Agent may deem and treat any Series 17 Holder as the true, lawful, and absolute
owner of the applicable Series 17 Preferred Units for all purposes, and neither the General Partner, the Partnership, the Series 17
Transfer Agent nor the Paying Agent shall be affected by any notice to the contrary, except as otherwise provided by law or any applicable
rule, regulation, guideline or requirement of any Securities Exchange on which the Series 17 Preferred Units may be listed or admitted
to trading, if any. |
| k. | Fractional Units. The Series 17 Preferred Units may be issued in whole or in fractional units.
Each fractional Series 17 Preferred Unit shall carry and be subject to the rights, privileges, restrictions and conditions (including
voting rights and distribution rights) of the Series 17 Preferred Units in proportion to the applicable fractions. |
| l. | Other Rights; Fiduciary Duties. The Series 17 Preferred Units and the Series 17 Holders
shall not have any designations, preferences, rights, powers, guarantees or duties, other than as set forth in this Agreement or as provided
by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to
the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnified Party shall owe any duties, including
fiduciary duties, or have any liabilities to Series 17 Holders, other than the General Partner’s duty to act at all times in
good faith. |
Exhibit 4.4
BROOKFIELD INFRASTRUCTURE L.P.
TENTH AMENDMENT TO THE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
THIS AMENDMENT (the “Amendment”)
to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018 (the “Agreement”) of Brookfield
Infrastructure L.P. (the “Partnership”) is made as of November 29, 2024 (the “Effective Date”),
by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
WHEREAS, on March 12,
2015, the limited partnership agreement of the Partnership was amended to allow for preferred limited partnership interests in the Partnership
and to create the Class A Preferred Limited Partnership Units;
AND WHEREAS, the Managing
General Partner desires to amend the Agreement to create an additional series of Class A Preferred Limited Partnership Units having
the rights and restrictions set out in Part XVIII of Schedule A to this Amendment;
AND WHEREAS, pursuant
to Section 18.1 of the Agreement, subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships
Act, the Managing General Partner (pursuant to its powers of attorney from the Special General Partner or any Partner and the Limited
Partners), without the approval of any Limited Partner, may amend any provision of the Agreement to reflect certain changes, including,
as provided for in Section 18.1.6 of the Agreement, an amendment that the Managing General Partner determines in its sole discretion
to be necessary or appropriate for the creation, authorization or issuance of any class or series of Partnership Interests;
AND WHEREAS, the Managing
General Partner desires to amend the Agreement as set out herein;
NOW THEREFORE,
| 1. | Section 1.1.3 of the Agreement is hereby deleted in its entirety and replaced with the following: |
“Agreement” means
this Amended and Restated Limited Partnership Agreement of the Partnership, as amended by the First Amendment to the Amended and Restated
Limited Partnership Agreement of the Partnership dated as of September 12, 2018, the Second Amendment to the Amended and Restated
Limited Partnership Agreement of the Partnership dated as of August 1, 2019, the Third Amendment to the Amended and Restated Limited
Partnership Agreement of the Partnership dated as of February 27, 2020, the Fourth Amendment to the Amended and Restated Limited
Partnership Agreement of the Partnership dated as of March 31, 2020, the Fifth Amendment to the Amended and Restated Limited Partnership
Agreement of the Partnership dated as of September 21, 2020, the Sixth Amendment to the Amended and Restated Limited Partnership
Agreement of the Partnership dated as of January 21, 2021, the Seventh Amendment to the Amended and Restated Limited Partnership
Agreement dated as of May 24, 2021, the Eighth Amendment to the Amended and Restated Limited Partnership Agreement dated as of June 10,
2022, the Ninth Amendment to the Amended and Restated Limited Partnership Agreement dated as of May 31, 2024 and the Tenth Amendment
to the Amended and Restated Limited Partnership Agreement dated as of November 29, 2024;
| 2. | Schedule A of the Agreement is hereby amended by adding Part XVIII of Schedule A to this Amendment
as Part XVIII of Schedule A of the Agreement. |
| 3. | This Amendment shall be effective as of the Effective Date. |
| 4. | This Amendment shall be governed by and construed in accordance with the laws of Bermuda. |
| 5. | Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect. |
| 6. | This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original
and all of which shall be construed together as one agreement. |
[Remainder of this page left blank intentionally]
IN WITNESS WHEREOF, the
Managing General Partner has executed this Amendment as of the Effective Date.
| |
MANAGING GENERAL PARTNER:
BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general
partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED |
| |
|
| |
By: |
/s/ James Bodi |
| |
|
Name: James Bodi |
| |
|
Title: Vice President |
[Tenth Amendment to BILP A&R LPA]
SCHEDULE A
PART XVIII
Number and Designation of and Rights, Privileges,
Restrictions and Conditions
Attaching to the Class A Preferred Limited Partnership Units, Series 17
The seventeenth series of
Class A Preferred Limited Partnership Units of the Partnership shall consist of preferred limited partnership interests designated
as Class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Units”) and, in addition to
the rights, privileges, restrictions and conditions attaching to the Class A Preferred Limited Partnership Units as a class, shall
have attached thereto the following rights, privileges, restrictions and conditions:
1. Definitions
For the purposes hereof, the
following capitalized terms shall have the following meanings, unless the context otherwise requires:
“Arrears” means,
with respect to the Series 17 Distributions, the full cumulative Series 17 Distributions through the most recent Series 17
Distribution Payment Date that have not been paid on all Outstanding Series 17 Units.
“Assignee” means
a Person to whom one or more Partnership Interests have been transferred in a manner permitted under this Agreement.
“Automatic Exchange Event”
means the occurrence of any of: (i) the making by the Note Issuer of a general assignment for the benefit of its creditors or a proposal
(or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding
instituted by the Note Issuer and/or BIP seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or
insolvent or, where the Note Issuer and/or BIP are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement,
compromise, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada
or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar
official for the Note Issuer and/or BIP or in respect of all or any substantial part of their property and assets in circumstances where
the Note Issuer and/or BIP are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent; (iii) a receiver,
interim receiver, trustee or other similar official is appointed over the Note Issuer and/or BIP or for all or substantially all of their
property and assets by a court of competent jurisdiction in circumstances where the Note Issuer and/or BIP are adjudged as bankrupt (including
any voluntary assignment in bankruptcy) or insolvent under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable);
or (iv) any proceeding is instituted against the Note Issuer and/or BIP seeking to adjudicate them as bankrupt (including any voluntary
assignment in bankruptcy) or insolvent, or where the Note Issuer and/or BIP are insolvent, seeking liquidation, winding up, dissolution,
reorganization, arrangement, compromise, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy
or insolvency in Canada or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver, interim receiver,
trustee or other similar official for the Note Issuer and/or BIP or in respect of all or any substantial part of their property and assets
in circumstances where the Note Issuer and/or BIP are adjudged as bankrupt or insolvent under any law relating to bankruptcy or insolvency
in Canada or Bermuda (as applicable), and in any such case, such proceeding has not been stayed or dismissed within 60 days of the institution
of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against the Note Issuer
and/or BIP or the appointment of a receiver, interim receiver, trustee, or other similar official for them or for all or substantially
all of their property and assets).
“BIP” means Brookfield
Infrastructure Partners L.P.
“BIP Series 17 Additional
Amounts” means “Additional Amounts” as defined in the BIP Partnership Agreement.
“BIP Series 17 Change
in Tax Law” shall have the meaning given to it in Schedule A to Part XVIII of that certain Sixth Amendment to the Amended
and Restated Limited Partnership Agreement of BIP, dated as of the date hereof.
“BIP General Partner”
means Brookfield Infrastructure Partners Limited.
“BIP Series 17 Units”
means BIP’s Class A Preferred Limited Partnership Units, Series 17.
“BIP Series 17 Successor
Entity” means a “Successor Entity” as defined in the BIP Partnership Agreement.
“Note Issuer” means
Brookfield Infrastructure Finance ULC, an unlimited liability company organized under the laws of the Province of Alberta, Canada.
“Notes” means the
6.750% fixed-to-fixed reset rate subordinated notes due March 15, 2055 issued by the Note Issuer and guaranteed, on a subordinated
basis, by BIP, the Partnership, BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure
LLC and BIPC Holdings Inc.
“Series 17 Distribution
Payment Date” means each March 15 and September 15 following the Series 17 Original Issue Date; provided however,
that if any Series 17 Distribution Payment Date would otherwise occur on a day that is not a Business Day, such Series 17 Distribution
Payment Date shall instead be on the immediately succeeding Business Day without the accrual of additional distributions.
“Series 17 Distribution
Period” means a period of time from and including the preceding Series 17 Distribution Payment Date to, but excluding,
the next Series 17 Distribution Payment Date for such Series 17 Distribution Period (other than the initial Series 17 Distribution
Period, which means a period of time from and including the Series 17 Original Issue Date to, but excluding, the first Series 17
Distribution Payment Date thereafter).
“Series 17 Distribution
Rate” means the distribution rate payable on the Series 17 Units from time to time, being the same rate as the interest
rate which would have accrued on the Notes at any such time if such Notes had not been automatically converted into Series 17 Units
upon an Automatic Exchange Event, and had remained outstanding.
“Series 17 Distribution
Record Date” has the meaning given to such term in Section 2(B)(b)(iii) to this Part XVIII of Schedule A.
“Series 17 Distributions”
means distributions with respect to Series 17 Units pursuant to Section 2(B)(b) to this Part XVIII of Schedule A.
“Series 17 Holder”
means a Record Holder of Series 17 Units.
“Series 17 Liquidation
Preference” means a liquidation preference for each Series 17 Unit equal to $1,000 per unit (subject to adjustment for
any splits, combinations or similar adjustments to the Series 17 Units).
“Series 17 Original Issue
Date” means the day upon which the BIP Series 17 Units are issued.
“Series 17 Units”
has the meaning given to such term in the preamble to this Part XVIII of Schedule A.
“Series 17 Redemption
Date” has the meaning given such term in Section 2(B)(d)(i) to this Part XVIII of Schedule A.
“Series 17 Redemption
Price” has the meaning given such term in Section 2(B)(d)(i) to this Part XVIII of Schedule A.
| 2. | Terms of Series 17 Units. |
| A. | General. Each Series 17 Unit shall be identical in all respects to every other Series 17
Unit, except as to the respective dates from which the Series 17 Liquidation Preference shall increase or from which Series 17
Distributions may begin accruing, to the extent such dates may differ. The Series 17 Units represent perpetual interests in the Partnership
and shall not give rise to a claim by the Partnership or a Series 17 Holder for conversion or, except as set forth in Section 2(B)(d) to
this Part XVIII of Schedule A, redemption thereof at a particular date. |
| B. | Rights of Series 17 Units. The Series 17 Units shall have the following rights, preferences
and privileges and shall be subject to the following duties and obligations: |
| i. | The authorized number of Series 17 Units shall be unlimited. Series 17 Units that are purchased
or otherwise acquired by the Partnership shall be cancelled. |
| ii. | The Series 17 Units shall be represented by one or more Certificates (or in book entry) on the books
and records of the Partnership in the name of the Series 17 Holder. |
| i. | Distributions on each Outstanding Series 17 Unit shall be cumulative and shall accrue at the applicable
Series 17 Distribution Rate from and including the Series 17 Original Issue Date (or, for any subsequently issued and newly
Outstanding Series 17 Units, from and including the Series 17 Distribution Payment Date immediately preceding the issue date
of such Series 17 Units) until such time as the Partnership pays the Series 17 Distribution or redeems such Series 17 Unit
in accordance with Section 2(B)(d) to this Part XVIII of Schedule A, whether or not such Series 17 Distributions shall
have been declared. Series 17 Holders shall be entitled to receive Series 17 Distributions from time to time out of any assets
of the Partnership legally available for the payment of distributions at the Series 17 Distribution Rate per Series 17 Unit
when, as, and, if declared by the Managing General Partner. Series 17 Distributions, to the extent declared by the Managing General
Partner to be paid by the Partnership in accordance with this Section 2(B)(b) to this Part XVIII of Schedule A, shall be
paid, in Arrears, on each Series 17 Distribution Payment Date. Series 17 Distributions shall accrue in each Series 17 Distribution
Period, provided that distributions shall accrue on accrued but unpaid Series 17 Distributions at the Series 17 Distribution
Rate. If any Series 17 Distribution Payment Date otherwise would occur on a date that is not a Business Day, declared Series 17
Distributions shall be paid on the immediately succeeding Business Day without the accrual of additional distributions. Series 17
Distributions shall be payable based on a 360-day year consisting of twelve 30-day months. All Series 17 Distributions that are (1) accrued
and unpaid or (2) payable by the Partnership pursuant to this Section 2(B)(b) or 2(B)(e) to this Part XVIII of
Schedule A shall be payable without regard to the income of the Partnership and shall be treated for U.S. federal income tax purposes
as guaranteed payments for the use of capital under Section 707(c) of the Code, including for the purpose of determining Net
Income and Net Loss and otherwise maintaining Capital Accounts, unless there is a change in Tax law or administrative practice that requires
treatment other than as guaranteed payments for U.S. federal income tax purposes, as determined in the sole discretion of the Managing
General Partner. For U.S. federal income tax purposes, the deduction attributable to any amount treated as a guaranteed payment shall
be specially allocated to the Partners in a manner determined by the Managing General Partner in its sole discretion that is not inconsistent
with the applicable provisions of the Code and Treasury Regulations. Such guaranteed payments with respect to any Series 17 Distribution
Period shall be for the account of Series 17 Holders as of the applicable Series 17 Distribution Record Date, or as otherwise
reasonably determined by the Managing General Partner. |
| ii. | [Intentionally Omitted] |
| iii. | Not later than 5:00 p.m., New York City time, on each Series 17 Distribution Payment Date, the Partnership
shall pay those Series 17 Distributions, if any, that shall have been declared by the Managing General Partner to Series 17
Holders on the Record Date for the applicable Series 17 Distribution. The Record Date (the “Series 17 Distribution
Record Date”) for the payment of any Series 17 Distributions shall be the last business day of the calendar month prior
to the applicable Series 17 Distribution Payment Date, or such other record date as may be fixed by the Managing General Partner
in accordance with this Section 2 to this Part XVIII of Schedule A. So long as any Series 17 Units are Outstanding, no
distribution shall be declared or paid or set aside for payment on any Junior Securities (other than a distribution payable solely in
Junior Securities) unless all accrued and unpaid Series 17 Distributions up to and including such distributions payable for the last
completed Series 17 Distribution Period, and all accrued and unpaid distributions up to and including the distribution payable for
the last completed period for which distributions were payable on all Parity Securities, have been declared and paid or set apart for
payment; provided, however, notwithstanding anything to the contrary in this Section 2(B)(b)(iii) to this Part XVIII of
Schedule A, if a distribution period with respect to a class of Junior Securities or Parity Securities is shorter than the Series 17
Distribution Period, the Managing General Partner may declare and pay regular distributions with respect to such Junior Securities or
Parity Securities, so long as, at the time of declaration of such distribution, (i) there are no Series 17 Distributions in
Arrears, and (ii) the Managing General Partner expects to have sufficient funds to pay the full distribution in respect of the Series 17
Units on the next successive Series 17 Distribution Payment Date. Accrued Series 17 Distributions in Arrears for any past Series 17
Distribution Period may be declared by the Managing General Partner and paid on any date fixed by the Managing General Partner, whether
or not a Series 17 Distribution Payment Date, to Series 17 Holders on the Record Date for such payment, which may not be less
than 10 days before such payment date. Subject to the next succeeding sentence, if all accrued Series 17 Distributions in Arrears
on all Outstanding Series 17 Units and all accrued distributions in arrears on any Parity Securities shall not have been declared
and paid, or if sufficient funds for the payment thereof shall not have been set apart, payment of accrued distributions in Arrears on
the Series 17 Units and accrued distributions in arrears on any such Parity Securities shall be made in order of their respective
distribution payment dates, commencing with the earliest distribution payment date. If less than all distributions payable with respect
to all Series 17 Units and any other Parity Securities are to be paid for any distribution period, any partial payment shall be made
pro rata with respect to the Series 17 Units and any such other Parity Securities entitled to a distribution payment at such time
in proportion to the aggregate distribution amounts remaining due in respect of such Series 17 Units and such other Parity Securities,
if any, at such time and apportioned equally among them in accordance with the relative amount to be paid or allocated to each group.
For purposes of the preceding sentence, each distribution period for any series of Parity Securities that ends on a date other than March 15
or September 15 of any year shall be deemed the same distribution period as the distribution period for Parity Securities that ends
on March 15 or September 15, respectively, of such year. Subject to Sections 17.4 of this Agreement and Section 2(B)(f) to
this Part XVIII of Schedule A, Series 17 Holders shall not be entitled to any distribution, whether payable in cash, property
or Partnership Interests, in excess of full cumulative Series 17 Distributions. Except insofar as distributions accrue on the amount
of any accrued and unpaid Series 17 Distributions as described in Section 2(B)(b)(i) to this Part XVIII of Schedule
A, no interest or sum of money in lieu of interest shall be payable in respect of any distribution payment which may be in Arrears on
the Series 17 Units. Declared Series 17 Distributions shall be paid to the Series 17 Holders in same-day funds on each
Series 17 Distribution Payment Date or other distribution payment date in the case of payments for Series 17 Distributions in
Arrears. |
| i. | Notwithstanding anything to the contrary in this Agreement, the Series 17 Units shall not have any
voting rights or rights to consent or approve any action or matter, except as set forth in Sections 5.4 and 6 of Part I of Schedule
A to this Agreement, this Section 2(B)(c) to this Part XVIII of Schedule A or as otherwise required by Bermuda law. |
| ii. | The rights, privileges, restrictions and conditions attached to the Series 17 Units may be added
to, changed or removed but only with the approval of the holders of a majority of the Outstanding Series 17 Units, given as hereinafter
specified. |
| iii. | The approval of the holders of the Series 17 Units as a series in respect of any matter requiring
the consent of the holders of the Series 17 Units as a series may be given in such manner as may then be required by Law, subject
to a minimum requirement that such approval be passed by the requisite affirmative vote of the votes cast at a meeting of the holders
of Series 17 Units as a series duly called and held for that purpose in accordance with Article 18 of this Agreement or given
by resolution signed by holders of Series 17 Units as a series in accordance with Article 18 of this Agreement. |
| iv. | Each Series 17 Unit shall entitle the holder thereof to one vote for the purposes of any approval
at a meeting of the holders of the Series 17 Units or by written consent. |
| i. | The Partnership shall have the right to redeem the Series 17 Units (i) at any time from December 15,
2029 and ending on and including March 15, 2030, in whole or in part, (ii) after March 15, 2030, on any Series 17
Distribution Payment Date, in whole or in part, or (iii) if BIP redeems the BIP Series 17 Units following a BIP Series 17
Change in Tax Law where, in BIP’s reasonable determination, a substantial probability that BIP or any BIP Series 17 Successor
Entity would become obligated to pay any BIP Series 17 Additional Amounts on the next succeeding distribution payment date with respect
to the BIP Series 17 Units and the payment of those BIP Series 17 Additional Amounts cannot be avoided by the use of any reasonable
measures available to BIP or any BIP Series 17 Successor Entity, in whole but not in part, using any source of funds legally available
for such purpose. Any such redemption shall occur on a date set by the Managing General Partner (the “Series 17 Redemption
Date”). The Partnership shall effect any such redemption by paying cash for each Series 17 Unit to be redeemed equal to
100%, of the Series 17 Liquidation Preference for such Series 17 Unit on such Series 17 Redemption Date plus an amount
equal to all unpaid Series 17 Distributions thereon from the Series 17 Original Issue Date to, but excluding, the Series 17
Redemption Date (whether or not such distributions shall have been declared) (the “Series 17 Redemption Price”).
The Series 17 Redemption Price shall be paid by the Partnership to the Series 17 Holders on the Series 17 Redemption Date. |
| ii. | The Partnership shall give notice of any redemption not less than 30 days and not more than 60 days before
the scheduled Series 17 Redemption Date to the Series 17 Holders (as of 5:00 p.m. New York City time on the Business Day
next preceding the day on which notice is given) of any Series 17 Units to be redeemed as such Series 17 Holders’ names
appear on the books of the Partnership and at the address of such Series 17 Holders shown therein. Such notice shall state any conditions
precedent to redemption; in addition, if such redemption or notice of redemption is subject to satisfaction of one or more conditions
precedent, such notice of redemption shall state that, in the Partnership’s discretion, the Series 17 Redemption Date may be
delayed until such time as any or all such conditions precedent shall be satisfied or waived, and a new Series 17 Redemption Date
will be set by the Partnership in accordance with applicable depositary or trustee procedures, or such redemption may not occur and such
notice of redemption may be rescinded in the event that any or all such conditions precedent shall not have been satisfied or waived by
the Series 17 Redemption Date, or by the Series 17 Redemption Date as so delayed, or such notice may be rescinded at any time
if in the good faith judgement of the Partnership any or all of such conditions will not be satisfied or waived. |
| iii. | If the Partnership elects to redeem less than all of the Outstanding Series 17 Units in the event
of an optional redemption on or after December 15, 2029, the number of Series 17 Units to be redeemed shall be determined by
the Managing General Partner, and such Series 17 Units shall be redeemed by such method of selection as the Managing General Partner
shall determine, either apportioned equally among all Series 17 Holders in accordance with the relative number or percentage of Series 17
Units held by each such Series 17 Holder or by lot, with adjustments to avoid redemption of fractional Series 17 Units. The
aggregate Series 17 Redemption Price for any such partial redemption of the Outstanding Series 17 Units shall be allocated correspondingly
among the redeemed Series 17 Units. The Series 17 Units not redeemed shall remain Outstanding and entitled to all the rights,
preferences and duties provided in this Section 2 to this Part XVIII of Schedule A. |
| iv. | No later than 10:00 a.m. New York City time on the Series 17 Redemption Date, the Partnership
shall pay or cause to be paid to the Series 17 Holders immediately available funds sufficient to pay the Series 17 Redemption
Price to each Series 17 Holder whose Series 17 Units are to be redeemed upon surrender or deemed surrender of the Certificates
(or book entry position) therefor. |
| v. | Any Series 17 Units that are redeemed or otherwise acquired by the Partnership shall be cancelled.
If only a portion of the Series 17 Units represented by a Certificate shall have been called for redemption, upon surrender of the
Certificate to the Partnership, the Partnership shall issue and deliver to the Series 17 Holders a new Certificate (or adjust the
applicable book-entry account) representing the number of Series 17 Units represented by the surrendered Certificate that have not
been called for redemption. |
| vi. | Notwithstanding anything to the contrary in this Section 2 to this Part XVIII of Schedule A,
unless all accrued and unpaid Series 17 Distributions up to and including the distribution payable for the last completed Series 17
Distribution Period, and all accrued and unpaid distributions up to and including the distribution payable for the last completed period
for which distributions were payable on all Parity Securities, have been declared and paid or set apart for payment, the Partnership shall
not be permitted to repurchase, redeem or otherwise acquire, in whole or in part, any Series 17 Units or Parity Securities, except
pursuant to a purchase or exchange offer made on the same relative terms to all Series 17 Holders and holders of any Parity Securities.
So long as any Series 17 Units are Outstanding, except out of the net cash proceeds of a substantially concurrent issue of Junior
Securities, unless all accrued and unpaid Series 17 Distributions up to and including the distribution payable for the last completed
Series 17 Distribution Period, and all accrued and unpaid distributions up to and including the distribution payable for the last
completed period for which distributions were payable on all Parity Securities, have been declared and paid or set apart for payment,
the Partnership shall not be permitted to redeem, repurchase or otherwise acquire any Equity Units or any other Junior Securities. |
e. Payment
of Additional Amounts. If BIP shall be required, pursuant to Section 2(C)(e) of Part XVIII of Schedule A of the BIP
Partnership Agreement to pay additional amounts to holders of the BIP Series 17 Units, the Partnership shall pay to the Series 17
Holders such additional amounts as distributions on the Series 17 Units as may be necessary such that the additional amounts paid
as distributions by the Partnership shall equal the additional amounts paid by BIP pursuant to 2(C)(e) of Part XVIII of Schedule
A of the BIP Partnership Agreement.
f. Liquidation
Rights. In the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary, unless the
Partnership is continued under the election to reconstitute and continue the Partnership pursuant to Section 17.3 of the Agreement,
the Series 17 Holders shall be entitled to receive the Series 17 Liquidation Preference per Series 17 Unit held by them,
together with all accrued (whether or not declared) and unpaid Series 17 Distributions up to but excluding the date of payment or
distribution (less any tax required to be deducted and withheld by the Partnership), before any amounts shall be paid or any assets of
the Partnership distributed to the holders of any Junior Securities. Upon payment of such amounts, the Series 17 Holders shall not
be entitled to share in any further distribution of the assets of the Partnership.
g. No
Sinking Fund. The Series 17 Units shall not have the benefit of any sinking fund.
h. Record
Holders. To the fullest extent permitted by applicable law, the Managing General Partner and the Partnership may deem and treat any
Series 17 Holder as the true, lawful, and absolute owner of the applicable Series 17 Units for all purposes, and neither the
Managing General Partner nor the Partnership shall be affected by any notice to the contrary, except as otherwise provided by law.
i. Fractional
Units. The Series 17 Units may be issued in whole or in fractional units. Each fractional Series 17 Unit shall carry and
be subject to the rights, privileges, restrictions and conditions (including voting rights and distribution rights) of the Series 17
Units in proportion to the applicable fractions.
j. Other
Rights; Fiduciary Duties. The Series 17 Units and the Series 17 Holders shall not have any designations, preferences, rights,
powers, guarantees or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to
the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law,
neither the Managing General Partner nor any other Indemnified Party shall owe any duties, including fiduciary duties, or have any liabilities
to Series 17 Holders, other than the Managing General Partner’s duty to act at all times in good faith.
Exhibit 5.1
1114
Avenue of the Americas
23rd Floor
New York, New York
10036.7703 USA
Tel 212.880.6000
Fax 212.682.0200 |
79
Wellington St. W., 30th Floor
Box 270, TD South Tower
Toronto, Ontario M5K 1N2
Canada
P. 416.865.0040
F. 416.865.7380 |
525
– 8th Avenue S.W.,
46th Floor Eighth Avenue Place East
Calgary, Alberta T2P 1G1
Canada
P. 403.776.3700
F. 403.776.3800 |
| |
|
|
| www.torys.com |
|
|
November 29,
2024
Brookfield Infrastructure
Partners L.P.
73 Front Street,
5th Floor
Hamilton, HM 12,
Bermuda
Brookfield Infrastructure
Finance ULC
4600-525 8th Avenue
S.W.
Calgary, Alberta,
Canada T2P 1G1
Brookfield Infrastructure
L.P.
73 Front Street,
5th Floor
Hamilton, HM 12,
Bermuda
BIP Bermuda Holdings
I Limited
73 Front Street,
5th Floor
Hamilton, HM 12,
Bermuda
Brookfield Infrastructure
Holdings (Canada) Inc.
Suite 100, 181 Bay Street
Toronto, Ontario,
Canada M5J 2T3
Brookfield Infrastructure
LLC
Brookfield Place
250 Vesey Street,
15th Floor
New York, New York,
United States 10281-1023
BIPC Holdings
Inc.
Suite 100,
181 Bay Street
Toronto, Ontario,
Canada M5J 2T3
RE:
Brookfield Infrastructure Finance ULC – 6.750% Fixed-to-Fixed Reset Rate Subordinated Notes due 2055 Guaranteed by
Brookfield Infrastructure Partners L.P. and the other Guarantors (as defined below)
Automatic Shelf Registration Statement
on Form F-3ASR (File Nos. 333-278529, 333-278529-01, 333-278529-02, 333-278529-03, 333-278529-04, 333-278529-05 and 333-278529-06)
Ladies and Gentlemen:
We
have acted as special New York, Ontario and Alberta counsel for Brookfield Infrastructure Partners L.P., an exempted limited partnership
organized under the laws of Bermuda (“BIP”), Brookfield Infrastructure Finance ULC, an unlimited liability company
organized under the laws of Alberta, Canada (“Finco”), Brookfield Infrastructure L.P., an exempted limited partnership
organized under the laws of Bermuda (“BILP”), BIP Bermuda Holdings I Limited, a Bermuda exempted company (“Bermuda
Holdco”), Brookfield Infrastructure Holdings (Canada) Inc., a corporation organized under the laws of British Columbia, Canada
(“Can Holdco”), Brookfield Infrastructure LLC, a Delaware limited liability company (“BI LLC”) and
BIPC Holdings Inc., a corporation organized under the laws of Ontario, Canada (“BIPC Holdings”, and together with BIP,
BILP, Bermuda Holdco, Can Holdco and BI LLC, the “Guarantors” and together with Finco, the “Registrants”)
in connection with the offering by Finco of US$300,000,000 aggregate principal amount of its 6.750% Fixed-to-Fixed Reset Rate Subordinated
Notes due 2055 (the “Notes”), guaranteed, on a subordinated basis, by the Guarantors (the “Guarantees”
and together with the Notes, the “Securities”), pursuant to a prospectus supplement, dated as of November 21,
2024 (the “Prospectus Supplement”) filed with the U.S. Securities and Exchange Commission (the “Commission”)
pursuant to Rule 424(b)(5) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) to the
Registration Statement on Form F-3ASR (File Nos. 333-278529, 333-278529-01, 333-278529-02, 333-278529-03, 333-278529-04, 333-278529-05
and 333-278529-06) (the “Registration Statement”). The Securities are to be sold pursuant to the underwriting agreement,
dated as of November 21, 2024 (the “Underwriting Agreement”) among Finco, the Guarantors and the underwriters
named therein (the “Underwriters”), and issued pursuant to the provisions of the indenture, dated as of May 24,
2021 (the “Base Indenture”) among Finco as the issuer, BIP and the other guarantors party thereto, as guarantors, Computershare
Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company, N.A. (the “U.S. Trustee”
and together with the Canadian Trustee, the “Trustees”), and the Third Supplemental Indenture thereto, dated as of
November 29, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”)
among Finco, the Guarantors and the Trustees.
We, as your counsel, have
examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions
expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals
are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all
signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity
to do so, (v) all statements in certificates of public officials and directors, as the case may be, and officers of the Registrants
(including the general partner of BIP) that we reviewed were and are accurate, (vi) all representations made by the Registrants as
to matters of fact in the documents that we reviewed were and are accurate, and (vii) the Indenture has been duly authorized, executed
and delivered by, and represents a legal, valid and binding obligation of, the Trustees. We have also assumed that (x) each of BIP,
BILP and Bermuda Holdco (i) is validly existing, (ii) has the requisite power to enter into the Indenture, (iii) has duly
authorized entering into the Indenture and (iv) has duly executed and delivered the Indenture, in each case, under the laws of Bermuda,
and (y) Can Holdco (i) is validly existing, (ii) has the requisite power to enter into the Supplemental Indenture, (iii) has
duly authorized entering into the Supplemental Indenture and (iv) has duly executed and delivered the Supplemental Indenture, in
each case, under the laws of the Province of British Columbia.
Based upon the foregoing,
and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Notes have
been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters
pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of Finco, and the Guarantees thereof will
constitute valid and binding obligations of the Guarantors, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law
or (y) the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law on the conclusions expressed
above.
In connection with the opinion
expressed above, we have assumed that at or prior to the time of the delivery of any Securities, (i) the effectiveness of the Registration
Statement under the Securities Act has not been terminated or rescinded; (ii) the Indenture remains qualified under the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”); (iii) all corporate or other action required to be taken
to duly authorize each proposed issuance of the Securities and any related documentation shall have been duly completed by the Guarantors
(other than BI LLC and BIPC Holdings), and shall remain in full force and effect; (iv) the Indenture and the Securities are each
valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of Finco and the Guarantors);
and (v) there shall not have occurred any change in law affecting the validity or enforceability of the Securities. We have also
assumed that the execution, delivery and performance by Finco and the Guarantors of any Securities (a) require no action by or in
respect of, or filing with, any governmental body, agency or official, except as has been obtained under the Securities Act and the Trust
Indenture Act; and (b) do not contravene, or constitute a default under, any provision of applicable law or regulation (although,
for greater certainty, we have not made any such assumptions with respect to the Applicable Laws (as defined below)) or any judgment,
injunction, order or decree or any agreement or other instrument binding upon Finco and the Guarantors.
We are qualified to practice
law in the Province of Alberta, the Province of Ontario and the State of New York, and we do not express any opinion with respect to the
laws of any jurisdiction other than (a) the laws of the Province of Alberta, (b) the laws of the Province of Ontario, (c) the
laws of the State of New York and (d) the Delaware Limited Liability Company Act (the “DLLCA”), in each case,
in force at the date of this opinion letter (collectively, the “Applicable Laws”). Notwithstanding the foregoing and
our opinions above, we express no opinion with respect to the compliance or non-compliance with applicable privacy laws in connection
with the Indenture or the Securities.
All opinions expressed in
this letter concerning the laws of the Province of Ontario have been given by members of the Law Society of Ontario. For purposes of the
above-mentioned opinions concerning the laws of the Province of Alberta, such opinions have been given by members of The Law Society of
Alberta. For purposes of the above-mentioned opinions concerning the laws of the State of New York and the DLLCA, such opinions have been
given by members of the New York State Bar.
We hereby consent to the reference
to our name under the caption “Certain Canadian Federal Income Tax Considerations” in the Prospectus Supplement, which is
a part of the Registration Statement.
We also hereby consent to
the filing of this opinion letter as an exhibit to a report on Form 6-K to be filed by BIP on the date hereof and its incorporation
by reference into the Registration Statement as an exhibit thereto and further consent to the reference to our name under the caption
“Legal Matters” in the Prospectus Supplement, which is a part of the Registration Statement. In giving this consent, we do
not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Torys LLP
Exhibit 5.2
| Brookfield Infrastructure
Partners L.P. |
Email CLangley@applebyglobal.com |
| Brookfield Infrastructure
L.P. |
|
| BIP Bermuda Holdings I Limited |
Direct Dial +1 441 298
3202 |
| 73 Front Street |
|
| Hamilton Bermuda |
|
| HM 11 |
|
Appleby Ref 136873.0057/CL/CM
29 November 2024
Bermuda Office
Appleby (Bermuda)
Limited
Canon's Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda
Tel +1 441 295 2244
Fax +1 441 292 8666
applebyglobal.com
| Ladies and Gentlemen |
| |
| Prospectus Supplements relating
to Registration Statement on Form F-3ASR |
| |
| We have acted as legal advisers
as to matters of Bermuda law to Brookfield Infrastructure Partners L.P., an exempted limited partnership formed under the laws of
Bermuda (BIP), acting by its general partner, Brookfield Infrastructure Partners Limited, a Bermuda exempted company (BIPL),
and Brookfield Infrastructure L.P., an exempted limited partnership formed under the laws of Bermuda (BILP), acting by its
managing general partner, BIP, itself acting by its general partner, BIPL, and BIP Bermuda Holdings I Limited (Holdings).
We have been requested to render this opinion in connection with the joint filing by, inter alios, BIP, BILP and Holdings, of the
Prospectus Supplements (as defined below) relating to the Offering (as defined below). In connection therewith, we have reviewed: |
| 1. | an automatic shelf registration statement on Form F-3ASR (Registration Statement) for the
purpose of registering under the U.S. Securities Act of 1933, as amended (Securities Act), among other securities, (a) debt
securities (Debt Securities) which may be issued by Brookfield Infrastructure Finance ULC, a Canadian indirect consolidated subsidiary
of BIP (Issuer), and guarantees of such Debt Securities which may be issued by, inter alios, BIP, BILP and Holdings, such Debt
Securities and guarantees thereof to be issued pursuant to the indenture dated as of 24 May 2021, by and among the Issuer, as issuer,
BIP, BILP, Holdings and the other guarantors party thereto, as guarantors, and Computershare Trust Company, N.A. (U.S. Trustee)
and Computershare Trust Company of Canada (Canadian Trustee, and together with the U.S. Trustee, Trustees), as trustees,
as supplemented from time to time (Base Indenture); and (b) Class A preferred limited partnership units of BIP; |
| 2. | the base prospectus, dated as of 5 April 2024, contained in the Registration Statement (Prospectus); |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
| 3. | a preliminary prospectus supplement filed on 19 November 2024 (Preliminary Prospectus Supplement)
and a final prospectus supplement dated 21 November 2024 and filed on 25 November 2024 (Final Prospectus Supplement,
and together with the Prospectus and the Preliminary Prospectus Supplement, the Prospectus Supplements), to the Prospectus used
in connection with the offering (Offering) of (a) unsecured fixed-to-fixed reset rate subordinated notes due 2055 of the Issuer
(Notes), as described in the Prospectus Supplements and as established in a third supplemental indenture to the Base Indenture
entered into by and among the Issuer, as issuer, BIP, BILP, Bermuda and the other guarantors party thereto, as guarantors, and Trustees,
as trustees (Supplemental Indenture, and together with the Base Indenture, Indenture); (b) guarantees of
the Notes by BIP, BILP, Holdings and the other guarantors as described in the Prospectus Supplements and as provided in the Indenture
(Guarantees); and (c) Class A preferred limited partnership units, Series 17, of BIP to be issued upon automatic
exchange of the Notes upon occurrence of certain events as described in the Prospectus Supplements (Preferred Units, and together
with the Notes and the Guarantees, Securities), which series will be established by the Seventh Amendment to BIP’s Amended
and Restated Limited Partnership Agreement dated 29 November 2024 (LPA Amendment); and |
| 4. | a term sheet relating to the Securities dated 21 November 2024 (Term Sheet) which has been
filed as a “free writing prospectus” within the meaning of Rule 405 under the U.S. Securities Act of 1933, as amended
(Securities Act), relating to the Offering, |
each of which has been filed with the Securities
and Exchange Commission (SEC).
Note that BIPL acting as general partner of BIP
and BIP acting as the managing general partner of BILP may be referred to as the General Partner(s) and BIP and BILP may be
referred to as the Partnership(s) in this opinion. Note that the General Partners, the Partnerships and Holdings may be referred
to as the Bermuda Entities.
For the purposes of this opinion we have examined
and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (Documents).
In stating our opinion we have assumed:
| 1. | the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity
to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies; |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
| 2. | the genuineness of all signatures on the Documents, as applicable; |
| 3. | the authority, capacity and power of persons signing the Documents, as applicable; |
| 4. | that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in
any of the Documents, is true, accurate and complete; |
| 5. | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would
have any implication in relation to the opinions expressed herein; |
| 6. | that where incomplete documents, drafts or signature pages only have been supplied to us for the
purposes of issuing this opinion, the original documents have been or will be duly completed and correspond in all material respects with
the last version of the relevant documents examined by us prior to giving our opinion; |
| 7. | that the Documents do not differ in any material respects from any forms or drafts of the same which we
have examined and upon which this opinion is based; |
| 8. | that the Documents are in the form of the documents approved in the Resolutions; |
| 9. | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would
be contravened by any actions taken by the Bermuda Entities in connection with the Registration Statement, the Securities, the Indenture,
the Prospectus Supplements or the Term Sheet, or which would have any implication in relation to the opinion expressed herein and that,
in so far as any obligation under, or action to be taken under, the Registration Statement, the Securities, the Indenture, the Prospectus
Supplements or the Term Sheet is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation
or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction
and will not be illegal by virtue of the laws of that jurisdiction; |
| 10. | the accuracy, completeness and currency of the records and filing systems maintained at the public offices
where we have searched or enquired or have caused searches or enquiries to be conducted, that such search and enquiry did not fail to
disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search
was conducted and the enquiries were made, and that the information disclosed by the Company and Partnership Searches, Registry General
Searches and the Litigation Search is accurate and complete in all respects and such information has not been materially altered since
the date and time of the Company and Partnership Searches, Registry General Searches and the Litigation Search; and |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
| 11. | the terms and transactions contemplated by the Prospectus Supplements or the Indenture adopted are not
inconsistent with the applicable Resolutions and the terms and transactions contemplated by the Prospectus and the Registration Statement. |
OPINION
Based upon and subject to the foregoing
and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
| 1. | Each Partnership is an exempted limited partnership formed and existing under the laws of Bermuda. Each
Partnership possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. All suits in
respect of the business of each Partnership shall be prosecuted by and against its respective general partner(s). |
| 2. | Each of BIPL and Holdings is an exempted company limited by shares and duly incorporated in Bermuda under
the Companies Act 1981, each possessing the capacity to sue and be sued in its own name, and is validly existing and in good standing
under the laws of Bermuda. |
| 3. | The execution, delivery and performance of the Supplemental Indenture, the Notes and the LPA Amendment,
and the performance of the Indenture, as applicable, by each General Partner on behalf of the applicable Partnership, and the transactions
contemplated thereby (including the Offering), have been duly authorised by all necessary corporate action by each General Partner on
behalf of the applicable Partnership, as applicable. |
RESERVATIONS
We have the following reservations:
| 1. | In opinion paragraphs 1. and 2. above, the term "good standing" means only that the Bermuda
Entities have each received a Certificate of Compliance from the Registrar of Companies in Hamilton Bermuda which confirms that they have
neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make
it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda. |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
| 2. | We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates
to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied
by the courts of Bermuda at the date hereof. |
| 3. | Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may
refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of such other
jurisdiction. |
| 4. | Where a person is vested with a discretion or may determine a matter in his or its opinion, such discretion
may have to be exercised reasonably or such an opinion may have to be based on reasonable grounds. |
| 5. | Any provision in any Indenture that certain calculations or certificates will be conclusive and binding
will not be effective if such calculations or certificates are fraudulent or erroneous on their face and will not necessarily prevent
juridical enquiries into the merits of any claim by an aggrieved party. |
| 6. | Any reference in this opinion to Units being "non-assessable" shall mean, in relation to fully-paid
Units of BIP and subject to any contrary provision in any agreement in writing between BIP and the holder of Units, that: no holder shall
be obliged to contribute further amounts to the capital of BIP, either in order to complete payment for their Units, to satisfy claims
of creditors of BIP, or otherwise. |
| 7. | Subject to certain exemptions, the Limited Partnership Act 1883 (the Act) provides that a limited
partner shall be liable as a general partner if such limited partner takes part in the management of the partnership. |
| 8. | A limited partner is liable to a Partnership, or to its creditors, for any amount in respect of such limited
partner’s contribution to such Partnership to the extent such contribution has not been contributed in full, or to the extent such
contribution is either released or returned to the limited partner contrary to the restrictions on reductions of capital contained in
the Act. |
| 9. | A limited partner is liable for damages on account of misrepresentation in respect of false statements
contained in the certificate of limited partnership, any supplementary certificates or certificate of cancellation in respect of the Partnership,
to the extent a limited partner signed such certificate, or caused another to sign it on his/her behalf, and knew such statement to be
false at the time of signature. |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
| 10. | Every partner of the Partnership who is guilty of any fraud in the affairs of the Partnership shall be
liable civilly to the party injured to the extent of his damage and shall be liable for penalties applicable to offences committed against
the Act. |
| 11. | With respect to opinion 3, we have relied upon statements and representations made to us in the Officers’
Certificates provided to us by an authorised officer of each of BIPL and Holdings for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Officers’ Certificates, and we qualify such opinion to the extent that the statements
or representations made in the Officers’ Certificates are not accurate in any respect. |
| 12. | In order to issue this opinion we have carried out the Company and Partnership Searches as referred to
in the Schedule and have not enquired as to whether there has been any change since the date of such searches. |
| 13. | In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule
and have not enquired as to whether there has been any change since the date of such search. |
| 14. | Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court
Causes Book at the Registry of the Supreme Court and of the Register of Mortgages maintained at the office of the Registry General are
not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal: |
| 14.1 | Details of matters which have been lodged for filing or registration which as a matter of best practice
of the Registrar of Companies or the Registry of the Supreme Court or the Registry General would have or should have been disclosed on
the public file, the Causes Book or the Judgment Book or the Register of Mortgages, as the case may be, but for whatever reason have not
actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search
is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book, Judgment Book or the Register
of Mortgages; |
| 14.2 | Details of matters which should have been lodged for filing or registration at the Registrar of Companies,
the Registry of the Supreme Court or the Registry General but have not been lodged for filing or registration at the date the search is
concluded; |
| 14.3 | Whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver
or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time
the search is concluded; |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
| 14.4 | Whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened,
or whether any arbitrator has been appointed; or |
| 14.5 | Whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or
other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act. |
This opinion is addressed to you in connection
with the registration of the Units with the SEC and is not to be used, quoted or relied upon for any other purpose. We consent to the
filing of this opinion as an exhibit to the Registration Statement of the Partnership.
This opinion is governed by and is to be construed
in accordance with Bermuda law. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we
assume no obligation to review or update this opinion if applicable law or the existing acts or circumstances should change.
Yours faithfully
/s/ Appleby (Bermuda) Limited
Appleby (Bermuda) Limited
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
SCHEDULE
| 1. | The electronic extract provided in respect of each Bermuda Entity by the office of the Registrar of Companies
on 28 November 2024 (Company and Partnership Searches). |
| 2. | The response provided in respect of General Partners and/or each Partnership by the office of the Registry
General on 28 November 2024 (Registry General Searches). |
| 3. | The entries and filings shown and available for inspection in respect of the Bermuda Entities in the Cause
and Judgment Books of the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed
by searches conducted on 28 November 2024 (Litigation Search). |
| 4. | Certified copies of the following documents in respect of BIP: the Certificate of Registration of an Exempted
and Limited Partnership effective 13 June 2007 and supplements thereto; the Amended and Restated Limited Partnership Agreement of
BIP dated 16 February 2018, the First Amendment to the Amended and Restated Limited Partnership Agreement dated 12 September 2018,
the Second Amendment to the Amended and Restated Limited Partnership Agreement dated 27 February 2020, the Third Amendment to the
Amended and Restated Limited Partnership Agreement dated 21 September 2020, the Fourth Amendment to the Amended and Restated Limited
Partnership Agreement dated 21 January 2021, the Fifth Amendment to the Amended and Restated Limited Partnership Agreement dated
24 May 2021, the Sixth Amendment to the Amended and Restated Limited Partnership Agreement dated 31 May 2024 and the Seventh
Amendment to the Amended and Restated Limited Partnership Agreement dated 29 November 2024 (collectively, BIP Partnership Documents). |
| 5. | Certified copies of the following documents in respect of BILP: a copy of the Certificate of Registration
of an Exempted and Limited Partnership effective 28 August 2007 and supplements thereto; and a copy of the Amended and Restated Limited
Partnership Agreement of BILP dated 16 February 2018, the First Amendment to the Amended and Restated Limited Partnership Agreement
dated 12 September 2018, the Second Amendment to the Amended and Restated Limited Partnership Agreement dated 1 August 2019
(effective 30 November 2018), the Third Amendment to the Amended and Restated Limited Partnership Agreement dated 27 February 2020,
the Fourth Amendment to the Amended and Restated Limited Partnership Agreement dated 31 March 2020, the Fifth Amendment to the Amended
and Restated Limited Partnership Agreement dated 21 September 2020, the Sixth Amendment to the Amended and Restated Limited Partnership
Agreement dated 21 January 2021, the Seventh Amendment to the Amended and Restated Limited Partnership Agreement dated 24 May 2021,
the Eighth Amendment to the Amended and Restated Limited Partnership Agreement dated 10 June 2022, the Ninth Amendment to the Amended
and Restated Limited Partnership Agreement dated 31 May 2024 and the Tenth Amendment to the Amended and Restated Limited Partnership
Agreement dated 29 November 2024 (BILP Partnership Documents, together with the BIP Partnership Documents, Limited Partnership
Documents). |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
| 6. | Certified copies of the following documents in respect of each of BIPL: Certificate of Incorporation,
memorandum of association and Bye-laws (GP Documents). |
| 7. | Certified copies of the following documents in respect of each of Holdings: Certificate of Incorporation,
memorandum of association and Bye-laws (Holdings Documents, and collectively with the Limited Partnership Documents and the GP
Documents, Constitutional Documents). |
| 8. | Copies of the Minutes of the Meeting of the Board of Directors of BIPL held on 5 November 2024 and
of the unanimous written resolutions of the Board of Directors of Holdings effective as of 13 November 2024 (Resolutions). |
| 9. | An officer’s certificate signed by an officer of each of BIPL and Holdings dated 29 November 2024
(collectively, Officers’ Certificates). |
| 10. | Certificates of Compliance each dated 28 November 2024 issued by the Registrar of Companies in respect
of each Bermuda Entity. |
| 11. | The Registration Statement. |
| 13. | The Prospectus Supplements. |
| 16. | The Supplemental Indenture. |
Bermuda n
British Virgin Islands n Cayman Islands n
Guernsey n Hong Kong n Isle of Man n
Jersey n Mauritius n
Seychelles
Exhibit 5.3
November 29, 2024
Brookfield Infrastructure Finance ULC
4600-525 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Brookfield Infrastructure Holdings (Canada) Inc.
Suite 100, 181 Bay Street
Toronto, Ontario, Canada M5J 2T3
RE: Brookfield Infrastructure Finance
ULC – Fixed-to-Fixed Reset Rate Subordinated Notes due 2055 Guaranteed by Brookfield Infrastructure Holdings (Canada) Inc. and
the other Guarantors (as defined below)
Ladies and Gentlemen:
We have acted as special British Columbia counsel
to Brookfield Infrastructure Holdings (Canada) Inc. (the “BC Guarantor”) and Brookfield Infrastructure Finance ULC
(the “Issuer”) in connection with the issue and sale by the Issuer and the purchase by a syndicate of underwriters
named in Schedule 1 to the Underwriting Agreement (as defined below) (collectively, the “Underwriters”) of US$300,000,000
aggregate principal amount of the Issuer’s 6.750% fixed-to-fixed reset rate subordinated notes due 2055 (the “Notes”)
pursuant to the underwriting agreement (the “Underwriting Agreement”), dated November 21, 2024, among the Issuer,
the BC Guarantor, Brookfield Infrastructure Partners L.P. (the “Partnership”), Brookfield Infrastructure L.P. (“BILP”),
BIP Bermuda Holdings I Limited (“Bermuda Holdco”), Brookfield Infrastructure LLC (“BI LLC”) and
BIPC Holdings Inc. (“BIPC Holdings”, and together with the BC Guarantor, the Partnership, BILP, Bermuda Holdco, and
BI LLC, the “Guarantors”) and BofA Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, and
Santander US Capital Markets LLC, as representatives of the Underwriters. The Notes will be guaranteed (all guarantees together, the
“Guarantees”, and together with the Notes, the “Securities”), on a subordinated basis, by the Guarantors
on the terms provided in the indenture (the “Base Indenture”), dated as of May 24, 2021, by and among the Issuer,
as the issuer, the guarantors party thereto (including the Guarantors) and Computershare Trust Company, N.A. (the “U.S. Trustee”)
and Computershare Trust Company of Canada (the “Canadian Trustee”), as trustees (together, the “Trustees”),
as amended and supplemented by the third supplemental indenture thereto (the “Third Supplemental Indenture”), dated
as of November 29, 2024, by and among the Issuer, the Guarantors and the Trustees. The Base Indenture, as so amended and supplemented
by the Third Supplemental Indenture, is herein referred to as the “Indenture”.
We are providing this opinion in connection with the filing by the Issuer of:
| (a) | the joint registration statement of
the Issuer and the Guarantors (together, the “Registrants”) on Form F-3ASR
(File Nos. 333-278529, 333-278529-01, 333-278529-02, 333-278529-03, 333-278529-04, 333-278529-05
and 333-278529-06) covering the registration of the Securities and the other securities described
therein under the United States Securities Act of 1933, as amended (the “1933 Act”),
including the base prospectus contained therein (the “Base Prospectus”)
and the documents incorporated by reference therein, filed with the Securities and Exchange
Commission on April 5, 2024 (the “Registration Statement”); and |
McMillan
LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, Vancouver, BC, Canada V6E 4N7 |
t 604.689.9111 | f 604.685.7084
Lawyers | Patent & Trademark Agents | Avocats | Agents
de brevets et de marques de commerce
Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong
Kong | mcmillan.ca |
 |
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| (b) | the prospectus supplement to the Base
Prospectus of the Issuer and the Guarantors, dated November 21, 2024, in respect of
the sale of the Securities (including the Base Prospectus and the documents incorporated
by reference therein) (the “Prospectus”). |
We are qualified to practice
law in the Province of British Columbia and we do not purport to be experts on the law of any other jurisdiction other than the Province
of British Columbia and the federal laws of Canada applicable therein (“British Columbia Law”). We do not express
any opinion herein concerning any law other than the laws of the Province of British Columbia and the federal laws of Canada applicable
therein. We express no opinion and make no representation with respect to the law of any other jurisdiction.
We,
as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments
as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions
expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals
are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all
signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity
to do so, (v) all representations made by the Registrants as to matters of fact in the documents that we reviewed were and are accurate,
and (vii) the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation
of, the Trustees. We have also assumed that (i) each party to the Indenture (other than the BC Guarantor) is validly existing under
the laws of its jurisdiction of organization, has the requisite power to enter into the Indenture, has duly authorized entering into
the Indenture, has duly executed and delivered the Indenture and that the execution, delivery and performance of the Indenture will not
violate, conflict with or cause a default under the constating documents of such party, (ii) the BC Guarantor was validly existing
when it entered into the Base Indenture, had the requisite power to enter into the Base Indenture, had duly authorized entering into
the Base Indenture and had duly executed and delivered the Base Indenture, in each case, under the laws of the Province of Ontario, (iii) the
Indenture constitutes a legal, valid, binding and enforceable obligation of each party thereto (other than as expressly covered by our
opinion below with respect to the BC Guarantor, subject to the exceptions, qualifications and limitations set forth herein). We have
further assumed that (i) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental
authority required under the laws of each applicable jurisdiction (other than the Province of British Columbia) with respect to the execution
and delivery of the Indenture by the BC Guarantor and the performance of its obligations thereunder, have been obtained or effected and
are in full force and effect, (ii) the provisions of the Indenture would be interpreted and understood under New York Law to have
the same meaning and content as they would have under British Columbia Law (as defined below), and (iii) insofar as any obligation
under the Indenture is to be performed in any jurisdiction other than the Province of British Columbia, its performance will not be illegal
or unenforceable by virtue of the laws of that other jurisdiction.
|
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Based upon the foregoing,
and subject to the additional assumptions and qualifications set forth below, we are of the opinion that when the Notes have been
duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters
pursuant to the Underwriting Agreement, the Guarantees thereof as they apply to the BC Guarantor will constitute valid and binding obligations
of the BC Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express
no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law or (y) the effect of fraudulent
conveyance, fraudulent transfer or similar provisions of applicable law on the conclusions expressed above.
The opinions expressed herein
are subject in all respects to the following additional assumptions, qualifications, limitations, conditions and exclusions:
| 1. | We express no opinion as to any agreement
other than the Indenture. With respect to the Indenture, excluding the Guarantee made by
the BC Guarantor contained therein, we express no opinion as to enforceability. |
| 2. | We have assumed that at or prior to the time of the delivery of any Securities: (i) the effectiveness
of the Registration Statement under the Securities Act has not been terminated or rescinded; (ii) the Indenture remains qualified under
the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); (iii) all corporate or other action required
to be taken to duly authorize each proposed issuance of the Securities and any related documentation shall have been duly completed by
the Guarantors and shall remain in full force and effect (other than by the BC Guarantor in respect of the Guarantees as they apply to
the BC Guarantor); and (iv) there shall not have occurred any change in law affecting the validity or enforceability of the Securities.
We have also assumed that the execution, delivery and performance by the Issuer and the Guarantors of any Securities (a) require no action
by or in respect of, or filing with, any governmental body, agency or official, except as has been obtained under all applicable laws,
except that no such assumption is being made as to British Columbia Law; and (b) do not contravene, or constitute a default under, any
provision of applicable law or regulation (except that no such assumption is being made as to British Columbia Law) or any judgment, injunction,
order or decree or any agreement or other instrument binding upon the Issuer and the Guarantors. |
| 3. | We express no opinion with respect to
the compliance or non-compliance with applicable privacy laws in connection with the Indenture,
the Guarantees or the Securities. |
|
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Furthermore, the enforceability
of the Guarantee against the BC Guarantor by a court in British Columbia is subject to the parties’ choice of the last of the State
of New York (“New York Law”) being bona fide and legal, as such criteria would be applied by the courts in the Province
of British Columbia, and is further subject to the following additional qualifications, limitations, conditions and exclusions:
| (a) | in any proceeding in a court in British
Columbia, and notwithstanding the parties’ choice of law, such court: |
(i) will not take judicial notice
of the provisions of New York Law but will only apply such provisions if they are pleaded and proven by expert testimony;
(ii) will apply British Columbia
Law that, under such laws, would be characterized as procedural and will not apply New York Law that, under British Columbia Law, would
be characterized as procedural;
(iii) will apply provisions of
British Columbia Law that have overriding effect;
(iv) will not apply any New York
Law if its application would be contrary to public policy, as such term is interpreted under British Columbia Law;
(v) will not apply any New York
Law if such application would be characterized under British Columbia Law as the direct or indirect enforcement of a foreign revenue,
expropriatory, penal or other public law;
| (b) | the enforceability of any provision
that purports to sever from the Guarantee any provision that is prohibited or unenforceable
under applicable law without affecting the enforceability of the remainder of such Guarantee
would be determined only in the discretion of a court; |
| (c) | the provisions of the Limitation
Act (British Columbia); |
| (d) | Courts in Canada are precluded from
giving a judgment in any currency other than the lawful money of Canada; and |
| (e) | the provisions for the payment of “interest”
may be unenforceable if the payment is to be received at a “criminal rate” within
the meaning of section 347 of the Criminal Code (Canada). |
This opinion is expressed
as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the
facts stated or assumed herein or any subsequent changes in applicable law.
|
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We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters”
in the Prospectus constituting part of the Registration Statement. In addition, we consent to Torys
LLP’s reliance as to matters of British Columbia law upon this opinion letter in connection with the rendering of its opinion of
even date herewith concerning the validity of the Securities. In giving this consent, we do not admit that we are an “expert”
within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.
Yours truly,
/s/ McMillan LLP
MCMILLAN LLP
Exhibit 23.2
| Goodmans LLP |
|
| Bay Adelaide Centre - West Tower |
| 333 Bay Street, Suite 3400 |
| Toronto, Ontario M5H 2S7 |
| |
| Telephone: 416.979.2211 |
| Facsimile: 416.979.1234 |
| goodmans.ca |
November 29, 2024
To: The United States Securities and Exchange
Commission (the “Commission”)
Brookfield Infrastructure Finance ULC (the “Company”)
We refer to the registration statement on Form F-3ASR,
filed by the Company, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield
Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure LLC and BIPC Holdings Inc. (File Nos. 333-278529, 333-278529-01, 333-278529-02,
333-278529-03, 333-278529-04, 333-278529-05 and 333-278529-06), which became automatically effective upon filing with the Commission on
April 5, 2024.
In connection with the prospectus supplement of
the Company dated November 21, 2024, we consent to the reference to our firm’s name under the heading “Legal Matters”,
and consent to the use of our firm’s name and reference to our opinion under the heading “Certain Canadian Federal Income
Tax Considerations”.
Yours truly,
/s/ Goodmans LLP
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