0000909567-07-001541 Sample Contracts

TRADEMARK SUBLICENSE AGREEMENT
Trademark Sublicense Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • Ontario

THIS AGREEMENT (“Agreement”) is effective the 21st day of May, 2007 (the “Effective Date”) by and between Brookfield Global Asset Management Inc, an Ireland corporation, having a place of business at First Floor, Fitzwilton House, Wilton Place, Dublin 2, Ireland (“Sublicensor”) and Brookfield Infrastructure Partners L.P., a Bermuda limited partnership, having a place of business at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Sublicensee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • New York

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

DEBT PURCHASE AGREEMENT
Debt Purchase Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • New York

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

EQUITY COMMITMENT
Equity Commitment • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture)

BROOKFIELD INFRASTRUCTURE L.P. (the “Infrastructure Partnership”), a limited partnership existing under the laws of Bermuda

GREAT LAKES POWER LIMITED - and - GREAT LAKES POWER TRANSMISSION LP ASSET PURCHASE AGREEMENT December 11, 2007
Asset Purchase Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • Ontario

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • Ontario

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD INFRASTRUCTURE GROUP INC. - and - BROOKFIELD INFRASTRUCTURE GROUP CORPORATION - and - BROOKFIELD ASSET MANAGEMENT BARBADOS INC. - and - BROOKFIELD INFRASTRUCTURE PARTNERS L.P. - and - BROOKFIELD...
Relationship Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • Ontario

BROOKFIELD INFRASTRUCTURE GROUP CORPORATION (the “US Manager”), a corporation existing under the laws of the State of Delaware

BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED - and - BROOKFIELD ASSET MANAGEMENT INC. - and - OTHERS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD INFRASTRUCTURE PARTNERS L.P. December 4, 2007
Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture)

THIS AGREEMENT is made as of the 4th day of December, 2007 among BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED (the “General Partner”), an exempted company existing under the laws of Bermuda, as the General Partner, BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario (the “Initial Limited Partner”), and each person who is admitted to the Partnership as a limited partner in accordance with the provisions of this Agreement.

BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD INFRASTRUCTURE PARTNERS L.P. - and - BROOKFIELD INFRASTRUCTURE L.P. - and - BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC. - and - BROOKFIELD INFRASTRUCTURE CORPORATION - and - PINEWORLD LIMITED -...
Master Services Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • Ontario

BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC. (“CanHoldco”), a corporation existing under the laws of the Province of Ontario

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • Ontario

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

AGREEMENT RELATING TO THE INDIRECT ACQUISITION OF LONGVIEW THIS AGREEMENT is made the 4th day of December, 2007
Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • New York

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2007, is entered into by and between Brookfield Infrastructure Partners L.P., a Bermuda exempted limited partnership (including its successors, the “Partnership”), and Brookfield Asset Management Inc. (including its Affiliates other than the Partnership and its subsidiaries, “Brookfield”).