Exhibit 99.4
FIRST AMENDMENT TO SUPPORT AGREEMENT
THIS AMENDMENT (the “Amendment”) to the Support Agreement dated as of August 20, 2021 (the “Agreement”) between Brookfield Infrastructure Holdings Corporation (formerly, Brookfield Infrastructure Corporation, “BIPC”), Brookfield Infrastructure Partners L.P. (“BIP”), Brookfield Infrastructure Corporation Exchange Limited Partnership (“Exchange LP”), Brookfield Infrastructure Corporation Exchange GP Inc. and Brookfield Infrastructure Holdings (Canada) Inc. is made as of the Effective Date (as defined below) by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and/or the Unit Provisions (as defined in the Agreement), as applicable.
WHEREAS, in connection with the acquisition by BIP, together with its institutional partners, of all the outstanding shares of Inter Pipeline Ltd. (“IPL”), certain Canadian shareholders of IPL had the option to receive Exchangeable LP Units of Exchange LP;
AND WHEREAS, the Exchangeable LP Units were designed to be the economic equivalent of BIPC Shares and to be exchangeable into BIPC Shares on a one-to-one basis at any time at the option of the holder;
AND WHEREAS, each BIPC Share was intended to provide the holder thereof with an economic return that is equivalent to the economic return on one BIP Unit;
AND WHEREAS, pursuant to the Agreement, the parties made provision for and established a procedure whereby BIP will take (and cause to be taken) certain actions and make certain payments and deliveries necessary to ensure that a BIP Designee or Exchange LP, as applicable, will be able to make certain payments and to deliver or cause to be delivered BIPC Shares in satisfaction of the obligations of BIP or Exchange LP, as applicable, under the Unit Provisions, the Partnership Agreement and the Agreement;
AND WHEREAS, as of December 24, 2024 (the “Effective Date”), BIP has undertaken a reorganization (the “Reorganization”) pursuant to a plan of arrangement a result of which, in effect, 1505109 B.C. Ltd., (“New BIPC”) changed its name to Brookfield Infrastructure Corporation and public shareholders received class A exchangeable subordinate voting shares of New BIPC (“New Exchangeable Shares”) that are the economic equivalent of, and exchangeable for, BIP Units, in exchange for their existing class A exchangeable subordinate voting shares of BIPC;
AND WHEREAS, the parties desire to amend the Agreement to reflect the Reorganization, including New BIPC being the successor to BIPC and the New Exchangeable Shares being the “BIPC Shares” from and after the Effective Date;
AND WHEREAS, pursuant to Section 4.2 of the Agreement, after the occurrence of any event contemplated pursuant to Section 2.7 of the Agreement, as a result of which the BIPC Shares are changed, the parties to the Agreement will, without the approval of the holders of the Exchangeable LP Units, amend or modify the Agreement as necessary in order that it will apply to all new securities into which the BIPC Shares are so changed;
