Exhibit 10.5
BROOKFIELD INFRASTRUCTURE L.P.
FORM OF FOURTH 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, as amended by the First Amendment to the Amended and Restated Limited Partnership Agreement dated as of September 12, 2018, the Second Amendment to the Amended and Restated Limited Partnership Agreement dated as of August 1, 2019 and the Third Amendment to the Amended and Restated Limited Partnership Agreement dated as of February 27, 2020 (the “Agreement”) of Brookfield Infrastructure L.P. (the “Partnership”) is made as of the ∎ day of ∎, 2020 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
WHEREAS, on ∎, 2020, the board of directors of the general partner of the Managing General Partner approved a special distribution (the “Special Distribution”) of class A subordinate voting shares (“BIPC Shares”) of Brookfield Infrastructure Corporation (“BIPC”) to the holders of equity units of Brookfield Infrastructure Partners L.P. (“BIP”) to be completed on the date hereof;
AND WHEREAS,the BIPC Shares will be structured with the intention of providing holders with an economic return equivalent to limited partnership units of BIP (“BIP Units”), including identical distributions, and be exchangeable for BIP Units on aone-for-one basis (subject to adjustment) (or for the cash equivalent, at the election of BIPC) in accordance with the terms of the BIPC Shares;
AND WHEREAS, in connection with the Special Distribution, the Partnership will distribute BIPC Shares to all holders of its Equity Units, which includes BIP;
ANDWHEREAS, it is desirable to amend the Agreement in connection with the Special Distribution to adjust the First Distribution Threshold and Second Distribution Threshold to reflect the Special Distribution and the economic equivalence of the BIPC Shares;
ANDWHEREAS, 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 and the Limited Partners), without the approval of the Special General Partner or any Limited Partner, may make any amendment that in the sole discretion of the Managing General Partner is necessary or appropriate to reflect and account for the formation of the Partnership of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by the Agreement and any amendment that the Managing General Partner determines in its sole discretion does not adversely affect the Special General Partner and the Limited Partners considered as a whole (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect;
AND WHEREAS, the Managing General Partner desires to amend the Agreement as set out herein;
NOW THEREFORE,
