0001104659-11-056812 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 20th, 2011 • Brookfield Infrastructure Partners L.P. • Electric services • New York

RBC Dominion Securities Inc. (“RBC”), Credit Suisse Securities (Canada), Inc. (“CS”), Citigroup Global Markets Inc. (“Citi”), HSBC Securities (Canada) Inc. (“HSBC” and, together with RBC, CS and Citi, the “Representatives”), CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., Barclays Capital Canada Inc., Deutsche Bank Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., MGI Securities Inc. and Raymond James Ltd., (each of the foregoing, an “Underwriter”, and, collectively the “Underwriters”) understand that Brookfield Infrastructure Partners L.P. (“BIP”) proposes to issue 16,843,500 limited partnership units (the “Units”) through the Underwriters (the “Offering”).

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