BROOKFIELD INFRASTRUCTURE PARTNERS L.P. THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Exhibit 99.1
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of December 4, 2007, as amended as of June 13, 2008 and November 16, 2009 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 5th day of February 2010, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
WHEREAS, pursuant to Section 14.1 of the Agreement, subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, the General Partner (pursuant to its power of attorney from the Limited Partners), without the approval of any Limited Partner, may amend any provision of the Agreement to reflect certain changes, as provided for in Section 14.1.13, including a change that, as determined by the General Partner in its sole discretion, does not adversely affect the Limited Partners 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 board of directors of the General Partner, on behalf of the Partnership, resolved on February 5, 2010 to permit the Partnership’s financial statements to be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”) for periods ending on or after March 31, 2010 (or such later date as the Managers may determine in light of the date of adoption of IFRS-IASB by other Brookfield entities or Brookfield Infrastructure L.P.)
AND WHEREAS, the General Partner desires to amend the Agreement as set out herein;
NOW THEREFORE,
1. Amendments to Definitions
(a) The definition of “U.S. GAAP” in Section 1.1.70 is hereby amended by deleting it in its entirety.
(b) Section 1.1 is hereby amended by adding the following definition:
“IFRS-IASB” means International Financial Reporting Standards as issued by the International Accounting Standards Board consistently applied;
2. Amendment to Sections
(a) Sections 8.1, 8.3.1 and 8.3.2 are hereby amended by replacing references to “U.S. GAAP” with “IFRS-IASB”.
3. This amendment shall be effective upon the date first written above.
4. Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first above written.
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BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner Brookfield Infrastructure Partners Limited |
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By: |
/s/ Xxxxxxx X. X. Xxxxxxxx |
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Name: Xxxxxxx X. X. Xxxxxxxx |
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Title: Vice President |