Section 1.1.24 is hereby deleted in its entirety and replaced with the following:
1.1.24 “Class A Shares” means Class A shares of New BIPC;
Section 1.1.50 is hereby deleted in its entirety and replaced with the following:
1.1.50 “Market Value” means, with respect to any Quarter, the sum of (i) the Fair Market Value of a Unit multiplied by the number of issued and outstanding Units on the last trading day of the Quarter (assuming full conversion of any limited partnership interests held by any member of the Brookfield Group in the Infrastructure Partnership into Units), plus (ii) for each class or series of Security (and ensuring no double counting), the Fair Market Value of a Security of such class or series multiplied by the number of Securities of such class or series issued and outstanding on the last trading day of the Quarter (calculated on a fully-diluted basis and, for the avoidance of doubt, assuming full conversion of any Class A.2 Shares into Class A Shares), plus (iii) the principal amount of any debt not captured by paragraph (ii) of this Section 1.1.50 owed by each Service Recipient as of the last trading day of the applicable Quarter to any Person that is not a member of the BIP Group, which debt has recourse to any Service Recipient, less any amount of cash held by all Service Recipients on such day;
Section 1.1.52 is hereby deleted in its entirety and replaced with the following:
1.1.52 “Operating Entities” means, from time to time, the Persons other than the Service Recipients or the Holding Entities that (i) directly hold the Infrastructure Operations, or (ii) indirectly hold the Infrastructure Operations, but all of the interests of which are not held by a Service Recipient or a Holding Entity, including in the case of each of (i) and (ii), any joint ventures, partnerships and consortium arrangements, and, other than in the case of each of (i) and (ii), New BIPC, BIPC Holdings and any Person in which the Service Recipients or the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity interests of that Person;
Section 1.1.67 is hereby deleted in its entirety and replaced with the following:
1.1.67 “Service Recipient” means the BIP Partnership, the Infrastructure Partnership, CanHoldco, US Holdco, BIP Bermuda I, New BIPC, BIPC Holdings and, at the option of the BIP Partnership, any entity in which any of the foregoing or any combination of the foregoing holds, directly or indirectly, all of the common equity or equivalent interests, excluding, for greater certainty, any Operating Entities;
| 2. | Amendments to Article 7 |
Article 7.6.3 is hereby deleted in its entirety and replaced with the following:
7.6.3 The BIP Partnership will reimburse Brookfield for any and all amounts actually paid to the rights agent (i) pursuant to the Rights Agreement between Brookfield and Wilmington Trust, National Association, dated as of December 24, 2024 (the “Rights Agreement”), including, but not limited to, in respect of services rendered, out-of-pocket expenses, counsel fees and other disbursements incurred in the administration and execution of the Rights Agreement and the exercise and performance of the rights agent’s duties thereunder, and (ii) in respect of any indemnification provided to the rights agent pursuant to the Rights Agreement.
