Admission of Additional or Successor Partners. 37 11.1 Admission of Additional Limited Partners 37 11.2 Admission of Successor General Partner 38 ARTICLE 12 WITHDRAWAL OF PARTNERS 38 12.1 Withdrawal of the General Partner 38 12.2 Interest of Departing General Partner and Successor General Partner 40 12.3 Withdrawal of Limited Partners 40 ARTICLE 13 TERMINATION OF THE PARTNERSHIP 41 13.1 General 41 13.2 Dissolution 41 13.3 Liquidation 42 13.4 Distributions in Kind 43 13.5 Cancellation of Certificate of Limited Partnership 43 13.6 Reasonable Time for Winding Up 43 13.7 Return of Capital 43 13.8 Waiver of Partition 44
Admission of Additional or Successor Partners. 52 14.1 Admission of Additional Limited Partners 52 14.2 Admission of Successor General Partner 53 ARTICLE 15 WITHDRAWAL OF PARTNERS 53 15.1 Withdrawal of the General Partner 53 15.2 Removal of the General Partner 55 15.3 Interest of Departing General Partner and Successor General Partner 55 15.4 Withdrawal of Limited Partners 56 ARTICLE 16
Admission of Additional or Successor Partners. 34 11.1 Admission of Additional Limited Partners 34 11.2 Admission of Successor General Partner 35 ARTICLE 12 WITHDRAWAL OF PARTNERS 36 12.1 Withdrawal of the General Partner 36 12.2 Interest of Departing General Partner and Successor General Partner 37 12.3 Withdrawal of Limited Partners 38 ARTICLE 13 TERMINATION OF THE PARTNERSHIP 38 13.1 General 38 13.2 Incapacity 38 13.3 Liquidation 39 13.4 Distributions in Kind 40 13.5 Cancellation of Certificate of Limited Partnership 41 13.6 Reasonable Time for Winding Up 41 13.7 Return of Capital 41 13.8 Waiver of Partition 41 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 41 14.1 Amendment to be Adopted Solely by General Partner 41 14.2 Amendment Procedures 43 14.3 Amendment Requirements 43 14.4 Meetings 44 14.5 Notice of Meeting 44 14.6 Record Date 44 14.7 Adjournment 45 14.8 Quorum 45 14.9 Conduct of Meeting 45 14.10 Action Without a Meeting 46 14.11 Voting and Other Rights 46 ARTICLE 15 MERGER 47 15.1 Authority 47 15.2 Procedure for Merger, Consolidation or Other Combination 47 15.3 Approval by Limited Partners of Merger or Consolidation 48 15.4 No Dissenters’ Rights 49 15.5 Effect of Merger 49 ARTICLE 16 GENERAL PROVISIONS 50 16.1 Enurement 50 16.2 Notices 50 16.3 Further Assurances 51 16.4 Counterparts 51 SCHEDULE A.......................................................................................................................... A-1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD INFRASTRUCTURE PARTNERS L.P. THIS AGREEMENT is made as of the 16th day of February, 2018 among BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED (the “General Partner”), an exempted company existing under the laws of Bermuda, as the General Partner, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.
Admission of Additional or Successor Partners
