BIP Brookfield Infrastructure Partners LP

DESCRIPTION OF THE NOTES

The Issuer will issue $         aggregate principal amount of         % Subordinated Notes due 2081 under an indenture, to be dated as of the date the Notes are originally issued (the “Base Indenture”), among the Issuer, the Partnership, BILP, Bermuda Holdco, Can Holdco, US Holdco and BIPC Holdings, as guarantors, and Computershare Trust Company, N.A. (the “U.S. Trustee”) and Computershare Trust Company of Canada (the “Canadian Trustee”), as trustees (together, the “Trustees”), as supplemented by a supplemental indenture, to be dated as of the date the Notes are originally issued (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Partnership, BILP, Bermuda Holdco, Can Holdco, US Holdco and BIPC Holdings, as guarantors, and the Trustees. The Indenture and the U.S. Trustee are subject to the U.S. Trust Indenture Act of 1939, as amended. The U.S. Trustee will initially act as paying agent for the Notes.

The following is a summary of the material rights, privileges, restrictions, obligations and conditions attaching to the Notes and certain provisions of the Indenture and is intended to supplement, and to the extent inconsistent, to replace, the more general terms and provisions of the debt securities described in the accompanying base prospectus to which we refer you. This summary is qualified in its entirety by the provisions of the Indenture and the Notes. You should read the Indenture and the Notes in their entirety. Copies of the Indenture and the Notes may be obtained upon request to the Partnership at the address set forth under “Documents Incorporated by Reference.”

For information concerning the Exchange Preferred Units into which the Notes are exchangeable upon the occurrence of certain bankruptcy and related events as described under “— Automatic Exchange” below, see “Description of the Exchange Preferred Units.” Unless otherwise indicated, defined terms used in this section apply only to this “Description of the Notes” section and the “Description of the Exchange Preferred Units” section and not to any other sections of this prospectus supplement.

General

The Notes will be unsecured subordinated obligations of the Issuer and will initially be limited to $         aggregate principal amount, all of which will be issued under the Indenture. The Notes will be fully and unconditionally guaranteed, on a subordinated basis, by the Partnership, and will also be guaranteed, on a subordinated basis, by each of BILP, Bermuda Holdco, Can Holdco, US Holdco and BIPC Holdings (such guarantees, collectively, the “Guarantees”).

The Notes will mature on      , 2081 (the “Maturity Date”). The Notes will bear interest at the rate of         % per annum from , 2021 (the “Issue Date”), or from the most recent interest payment date to which interest has been paid or provided for, payable quarterly in arrears in equal installments on March 31, June 30, September 30 and December 31 of each year, commencing on September 30, 2021 (each such quarterly date, an “Interest Payment Date”), subject to Optional Interest Deferral as described below in “— Optional Interest Deferral”. Subject to Optional Interest Deferral as described below in “— Optional Interest Deferral,” the amount of interest payable on each Interest Payment Date will be in the amount of $             per $25 principal amount of Notes.

Interest for each interest period from the Issue Date will be calculated on the basis of a 360-day year consisting of twelve 30-day months. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, whenever the interest rate on the Notes is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be the interest rate multiplied by the actual number of days in the relevant calendar year and divided by 360.

Interest payments will be made to the persons or entities in whose names the Notes are registered at the close of business on         ,         ,         , and (in each case, whether or not a business day), as the case may be, immediately preceding the relevant Interest Payment Date. If an Interest Payment Date falls on a day that is not a business day, the Interest Payment Date will be postponed to the next business day, and no further interest will accrue in respect of such postponement.

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Further Issuance

The Notes will constitute a new series of Securities (for purposes of this “Description of Notes”, as defined in the accompanying base prospectus) under the Indenture, initially limited to $         in aggregate principal amount. Under the Indenture the Issuer may, without the consent of the holders of the Notes, “reopen” the series of Securities of which the Notes are a part and issue additional notes of such series from time to time in the future. The Notes offered by this Prospectus Supplement and any additional notes of such series that we may issue in the future will constitute a single series of Securities under the Indenture; provided that if such additional notes are not fungible with the original Notes offered hereby for U.S. federal income tax purposes, then such additional notes will be issued with a separate CUSIP or ISIN number so that they are distinguishable from the original Notes. This means that, in circumstances in which the Indenture provides for the holders of Securities of any series to vote or take any other action as a single class, the Notes offered hereby and any additional notes of such series of notes that we may issue by reopening such series will vote or take that action as a single class.

Specified Denominations

The Notes will be issued only in minimum denominations of $25 and integral multiples of $25 in excess thereof.

Deferral Right

So long as no Event of Default (as defined below) has occurred and is continuing, the Issuer may elect, at its sole option, at any date other than an Interest Payment Date, to defer the interest payable on the Notes on one or more occasions for up to five consecutive years (a “Deferral Period”). There is no limit on the number of Deferral Periods that may occur. Any such deferral will not constitute an Event of Default or any other breach under the Indenture and the Notes. Deferred interest will accrue until paid. A Deferral Period terminates on any Interest Payment Date on which the Issuer pays all accrued and unpaid interest on such date. No Deferral Period may extend beyond the Maturity Date.

The Issuer will give the holders of the Notes written notice of its election to commence or continue a Deferral Period at least 10 and not more than 60 days before the next Interest Payment Date.

Distribution Stopper Undertaking

Unless the Issuer has paid all interest that has been deferred or is then payable on the Notes, neither the Issuer nor the Partnership will:

provided that the foregoing clauses (i) and (iii) shall not apply in respect of any pro rata dividend or distribution or any other payment on any Parity Indebtedness which is made with a pro rata payment of any accrued and payable interest with respect to the Notes.

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“Distribution Restricted Securities” means the partnership units of the Partnership and all equity issued by the Issuer.

“Parity Indebtedness” means any class or series of the Partnership’s indebtedness currently outstanding or hereafter created which ranks on a parity with the Partnership’s guarantee of the Notes (prior to any Automatic Exchange) as to distributions upon liquidation, dissolution or winding-up.

Automatic Exchange

The Notes, including accrued and unpaid interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent of the holders thereof, into units of a newly issued series of Class A Preferred Units, being Class A Limited Partnership Units, Series 15 (the “Exchange Preferred Units”) upon the occurrence of: (i) the making by the Issuer of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by the Issuer and/or the Partnership seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent or, where the Issuer and/or the Partnership are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, compromise, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the Partnership or in respect of all or any substantial part of their property and assets in circumstances where the Issuer and/or the Partnership are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over the Issuer and/or the Partnership or for all or substantially all of their property and assets by a court of competent jurisdiction in circumstances where the Issuer and/or the Partnership are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent under any law relating to bankruptcy or insolvency in Canada; or (iv) any proceeding is instituted against the Issuer and/or the Partnership seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent, or where the Issuer and/or the Partnership are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, compromise, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable), or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the Partnership or in respect of all or a substantial part of their property and assets in circumstances where the Issuer and/or the Partnership are adjudged as bankrupt or insolvent under any law relating to bankruptcy or insolvency in Canada or Bermuda (as applicable), and in any such case, such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against the Issuer and/or the Partnership or the appointment of a receiver, interim receiver, trustee, or other similar official for them or for all or substantially all of their property and assets) (each, an “Automatic Exchange Event”).

Holders of the Exchange Preferred Units will be entitled to receive cumulative preferential cash distributions, if, as and when declared by the Board of Directors of the General Partner (the “Board of Directors”) subject to applicable law, at the same rate as would have accrued on the Notes (had the Notes remained outstanding) as described under “— Interest and Maturity”, payable on each quarterly distribution payment date, subject to any applicable withholding tax. See “Description of the Exchange Preferred Units.”

The Automatic Exchange shall occur upon an Automatic Exchange Event (the “Exchange Time”). As of the Exchange Time, noteholders will have the right to receive one Exchange Preferred Unit for each $25 principal amount of Notes held together with the number of Exchange Preferred Units (including fractional units, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by $25. Such right will be automatically exercised, and the Notes shall be automatically exchanged, without the consent of the holders of the Notes, into the newly-issued series of fully-paid Exchange Preferred Units. At such time, all outstanding Notes shall be deemed to be immediately and automatically surrendered without need for further

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action by noteholders, who shall thereupon automatically cease to be holders of Notes and all rights of each such holder as a debtholder of the Issuer and as a beneficiary of the subordinated guarantees by the Guarantors shall automatically cease.

Upon an Automatic Exchange of the Notes, the Partnership reserves the right not to issue some or all of the Exchange Preferred Units to Ineligible Persons. In such circumstances, the Partnership will hold all Exchange Preferred Units that would otherwise be delivered to Ineligible Persons as agent for such Ineligible Persons, and will attempt to facilitate the sale of such units through a registered broker or dealer retained by the Partnership for the purpose of effecting the sale (to parties other than the Partnership, its affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such Exchange Preferred Units. Such sales, if any, may be made at any time and any price. The Partnership will not be subject to any liability for failing to sell Exchange Preferred Units on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds received by the Partnership from the sale of any such Exchange Preferred Units will be divided among the Ineligible Persons in proportion to the number of Exchange Preferred Units that would otherwise have been delivered to them, after deducting the costs of sale and any applicable Taxes or withholding on account of Taxes, if any. The Partnership will make payment of the aggregate net proceeds to The Depository Trust Company (the “Clearing Agency”) (if the Notes are then held in the book-entry only system) or to the registrar and transfer agent for the Notes (in all other cases) for distribution to such Ineligible Persons in accordance with the applicable procedures of the Clearing Agency or otherwise.

“Ineligible Person” means any person whose address is in, or whom the Partnership or its transfer agent has reason to believe is a resident of, any jurisdiction outside of the United States to the extent that: (i) the issuance or delivery by the Partnership to such person, upon an Automatic Exchange of Exchange Preferred Units, would require the Partnership to take any action to comply with securities or analogous laws of such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such person of Exchange Preferred Units upon an Automatic Exchange.

As a precondition to the delivery of any certificate or other evidence of issuance representing any Exchange Preferred Units or related rights following an Automatic Exchange, the Partnership may require a holder of Notes (and persons holding Notes represented by such holder of Notes) to deliver a declaration, in form and substance satisfactory to the Partnership, confirming compliance with any applicable regulatory requirements to establish that such holder of Notes is not, and does not represent, an Ineligible Person.

As the events that give rise to an Automatic Exchange are bankruptcy and related events, it is in the interest of the Issuer and the Partnership to ensure that an Automatic Exchange does not occur, although the events that could give rise to an Automatic Exchange may be beyond the Issuer’s and the Partnership’s control.

Redemption Right

On or after             , 2026, the Issuer may, at its option, on giving not more than 60 nor less than 15 days’ notice to the holders of the Notes, redeem the Notes, in whole at any time or in part from time to time. The redemption price will be 100% of the principal amount of the Notes being redeemed, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. Notice of redemption shall be irrevocable and on the redemption date, the Notes subject to redemption shall become due and payable at the redemption price, and from and after such date (unless the Issuer shall default in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. Notes that are redeemed shall be cancelled and shall not be reissued.

Redemption on Tax Event

At any time, after the occurrence of a Tax Event, subject to applicable laws, the Issuer may, at its option, on giving not more than 60 nor less than 15 days’ notice to the holders of the Notes, redeem the Notes (in whole but

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not in part) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the relevant redemption date.

A “Tax Event” means the Issuer or any Guarantor (as applicable) has received an opinion of counsel of nationally recognized standing experienced in such matters to the effect that, as a result of (i) any amendment or change to the laws (or any regulations or rulings thereunder) of any Relevant Taxing Jurisdiction (as defined below) or any applicable tax treaty or (ii) any change in the application, administration or interpretation of such laws, regulations, rulings or treaties (including any judicial decision rendered by a court of competent jurisdiction with respect to such laws, regulations, rulings or treaties), in each case of (i) and (ii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, which amendment or change is effective on or after the issue date of the Notes (or if the Relevant Taxing Jurisdiction has changed since the issue date of the Notes, the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction) (including, for the avoidance of doubt, any such amendment or change made on or after the issue date of the Notes (or the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable) that has retroactive effect to a date prior to the issue date of the Notes (or the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable)), either: (a) the Issuer is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes, as or as would be reflected in any tax return or form filed, to be filed, or that otherwise could have been filed, will not be respected by a taxing authority (excluding as a result of any limitation on the deductibility of interest on the Notes as a result of any EBITDA, tax EBITDA, or other similar earnings or income-based limit on interest deductibility) or (b) the Issuer or any Guarantor (as applicable) has been or will be on the next Interest Payment Date obligated to pay Additional Amounts and neither the Issuer or Guarantor (as applicable) can avoid such obligation by taking commercially reasonable measures to avoid it.

Redemption on Rating Event

At any time following the occurrence of a Rating Event, the Issuer may, at its option, on giving not more than 60 nor less than 15 days’ notice to the holders of the Notes, redeem the Notes (in whole but not in part) at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

A “Rating Event” shall be deemed to occur if any nationally recognized statistical rating organization (within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that publishes a rating for the Notes (each a “Rating Agency”) following the initial rating of the Notes by such Rating Agency, amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Notes, which amendment, clarification or change results in (a) the shortening of the length of time the Notes are assigned a particular level of equity credit by that Rating Agency as compared to the length of time the Notes would have been assigned that level of equity credit by that Rating Agency or its predecessor on the initial rating of the Notes by such Rating Agency; or (b) the lowering of the equity credit (including up to a lesser amount) assigned to the Notes by that Rating Agency compared to the equity credit assigned by that Rating Agency or its predecessor on the initial rating of the Notes by such Rating Agency.

Rank and Subordination

The Notes will be direct unsecured subordinated obligations of the Issuer. The obligations of the Issuer under the Notes will be contractually subordinated in right of payment to all present and future Issuer Senior Indebtedness. The payment of principal, premium (if any) and interest and certain other amounts on the Notes will rank senior to all obligations of the Issuer in respect of its own equity and in respect of equity (including preferred equity) that has been issued by any Guarantor (including pursuant to any guarantee by the Issuer of the existing equity obligations of any such person) but will be subordinated in right of payment to all present and future Issuer Senior Indebtedness. The obligations of the Issuer under the Notes will be structurally subordinate

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to all indebtedness and obligations of the Issuer’s subsidiaries. As of the date of this prospectus supplement, the Issuer had no subsidiaries.

“Issuer Senior Indebtedness” means all principal, interest, premium, fees and other amounts owing on, under or in respect of:

except that Issuer Senior Indebtedness will not include the obligations of the Issuer in respect of the Notes, all liabilities and obligations of the Issuer in respect of any equity (including any preferred equity) that has been issued by any Guarantor and all indebtedness, liabilities and obligations of the Issuer that, pursuant to the terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, are stated to rank pari passu with or subordinate in right of payment to the Notes.

As of March 31, 2020, the aggregate Issuer Senior Indebtedness totaled approximately $2.1 billion.

The Notes will be fully and unconditionally guaranteed by each Guarantor on a subordinated and joint and several basis, as to payment of principal, premium (if any), interest and certain other amounts. The obligations of each Guarantor under its guarantee will be contractually subordinated in right of payment to all present and future Guarantor Senior Indebtedness and structurally subordinated in right of payment to all indebtedness and obligations of its respective subsidiaries (other than subsidiaries that are the Issuer or other Guarantors). The obligations of each Guarantor under its guarantee will rank senior to all obligations of such Guarantor in respect of its own equity and in respect of equity (including preferred equity) that has been issued by the Issuer, any other Guarantor or BIPIC (including pursuant to any guarantee by such Guarantor of the existing equity obligations of any such person), but will be subordinated in right of payment to all present and future Guarantor Senior Indebtedness. The obligations of each Guarantor under its guarantee will be structurally subordinate to all indebtedness and obligations of their subsidiaries.

“Guarantor Senior Indebtedness” means, in respect of any Guarantor, all principal, interest, premium, fees and other amounts owing on, under or in respect of:

except that Guarantor Senior Indebtedness will not include the obligations of the Guarantor in respect of its guarantee of the Notes, the liabilities and obligations of the Guarantor in respect of any equity (including any preferred equity) that has been issued by any Guarantor or BIPIC, and all indebtedness, liabilities and obligations of the Guarantor that, pursuant to the terms of an instrument creating or evidencing such indebtedness, liabilities or obligations, are stated to rank pari passu with or subordinate in right of payment to its guarantee of the Notes.

As of March 31, 2020, the aggregate Guarantor Senior Indebtedness totaled approximately $7.5 billion, $6.1 billion of which relates to intercompany loans payable to other subsidiaries of the Partnership.

In the event and during the continuation of any default in the payment of any Issuer Senior Indebtedness or any Guarantor Senior Indebtedness, as applicable, that is due and payable, or in the event that any event of default with respect to any Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, shall have occurred and be continuing permitting the holders of such Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable (or the Trustees on behalf of the holders of such Issuer Senior Indebtedness or

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Guarantor Senior Indebtedness, as applicable) to declare such Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, due and payable prior to the date on which it would otherwise have become due and payable, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, then no payment may be made by the Issuer or the applicable Guarantors on account of the principal of, premium (if any), interest or any other amounts on the Notes or on account of the purchase or other acquisition of the Notes.

In the event that any payment or distribution of any character, whether in cash, securities, or other property, shall be received by the U.S. Trustee or any holder of Notes in contravention of the subordination provisions set out in the Indenture, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, at the time outstanding in accordance with the priorities then existing among such holders for applications to the payment of all Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, remaining unpaid to the extent necessary to pay all such Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, in full. In the event of the failure of the U.S. Trustee or any holder of Notes to endorse or assign any such payment, distribution, or any security or property related thereto, each holder of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, will be irrevocably authorized to endorse or assign the same.

Events of Default

An event of default in respect of the Notes will occur only if the Issuer defaults (i) on the payment of principal or premium or Additional Amounts, if any, when due and payable, or (ii) on the payment of interest (including Additional Amounts) when due and payable and such default continues for 30 days (subject to the Issuer’s right, at its sole option, to defer interest payments, as described under “Description of the Notes — Deferral Right”) (each, an “Event of Default”). There will be no right of acceleration in the case of a default in the performance of any other covenant of the Issuer or any Guarantor in the Indenture, although a legal action could be brought to enforce such covenant. For the avoidance of doubt, the events of default stated in this section shall be the only events of default applicable to the Notes.

If an event of default has occurred and is continuing, and the Notes have not already been automatically exchanged into Exchange Preferred Units, then the Issuer shall be deemed to be in default under the Indenture and the Notes and the Trustees may, in their discretion and shall upon the request of holders of not less than 25% of the principal amount of Notes then outstanding, demand payment of the principal amount of the Notes, which shall immediately become due and payable in cash. Pursuant to the Indenture, the Issuer and the Guarantors have covenanted that in case of such default, the U.S. Trustee may demand payment of the whole amount then due and payable on the Notes for principal and any premium and interest, and may institute legal proceedings for the collection of such aggregate amount in the event the Issuer and any Guarantor fails to make payment thereof upon such demand.

Additional Covenants

In addition to the Distribution Stopper Undertaking, the Partnership will covenant for the benefit of the holders of the Notes that it will not create or issue any Preferred LP Units which, in the event of insolvency, liquidation, dissolution or winding-up of the Partnership, would rank in right of payment in priority to the Exchange Preferred Units.

Merger, Amalgamation, Consolidation, Sale, Lease or Conveyance

Pursuant to the Indenture, neither the Issuer nor the Partnership (in each case for purposes of this paragraph, a “Predecessor”) shall enter into any transaction (whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person (in each case for purposes of this paragraph, a “Successor”) unless: (a) the Predecessor and the Successor shall have executed, prior to or

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contemporaneously with the consummation of such transaction, such instruments and done such things as, in the opinion of counsel, are necessary or advisable to establish that, upon the consummation of such transaction, (i) the Successor will have assumed all the covenants and obligations of the Predecessor under the Indenture in respect of the Notes, and in the case of the Partnership, its subordinated guarantee of the Notes and (ii) the Notes (or the guarantee of the Notes, as applicable) will be valid and binding obligations of the Successor, entitling the holders thereof, as against the Successor, to all the rights of holders of Notes under the Indenture; and (b) such transaction shall be on such terms and shall be carried out at such times and otherwise in such manner as shall not be prejudicial to the interests of the holders of the Notes or to the rights and powers of the Trustees under the Indenture; provided, however, that such restrictions are not applicable to any transaction by or among the Issuer, the Partnership and/or any one or more of their subsidiaries.

In the event that any Successor is formed or organized outside of Canada or Bermuda, the applicable supplemental indenture in respect of such Successor shall include a provision for (i) the payment of Additional Amounts (as defined below) in the form substantially similar to that described in “— Payment of Additional Amounts” below, with such modifications (including to the definition of “Relevant Taxing Jurisdiction”) as the Issuer, the Partnership and such Successor reasonably determine are customary and appropriate for U.S. noteholders to address then-applicable (or potentially applicable future) taxes, duties, levies, imposts, assessments or other governmental charges imposed or levied by or on behalf of the applicable governmental authority in respect of payments made by such Successor under or with respect to the Notes, including any exceptions thereto as the Issuer, the Partnership and such Successor shall reasonably determine would be customary and appropriate for U.S. noteholders and (ii) the right of any issuer to redeem the Notes at 100% of the aggregate principal amount thereof plus accrued interest thereon in the event that Additional Amounts become payable by a Successor in respect of the Notes as a result of any change in law or official position regarding the application or interpretation of any law that is announced or becomes effective after the date of such supplemental indenture.

Payment of Additional Amounts

All payments made by the Issuer or any Guarantor under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of Canada, Bermuda or of any province, territory, or jurisdiction thereof or therein or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will pay such additional amounts (hereinafter “Additional Amounts”) in respect of each such payment (excluding one payment of quarterly interest, other than deferred interest, in connection with a redemption of the Notes in accordance with the provisions described above under “Redemption on Tax Event”) as may be necessary so that the net amount received (including Additional Amounts) by each holder (including, as applicable, the beneficial owners in respect of any such holder) after such withholding or deduction will not be less than the amount the holder (including, as applicable, the beneficial owners in respect of any such holder) would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a holder or beneficial owner who is liable for such Taxes in respect of such note (i) by reason of such holder or beneficial owner, or any other person entitled to payments on the note, being a person with whom the Issuer or Guarantor does not deal at arm’s length (within the meaning of the Tax Act), (ii) by reason of the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified

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shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the holders of the Notes, except to the extent that the holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; (e) any Tax imposed as a result of the failure of a holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the holder’s or beneficial owner’s failure to properly comply with the holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f).

The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the holders of the Notes, within 30 days after the date the payment of any Taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each holder (including, as applicable, the beneficial owners in respect of any such holder) and, upon written request, will reimburse each such holder (including, as applicable, the beneficial owners in respect of any such holder) for the amount of (i) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such holder (including, as applicable, the beneficial owners in respect of any such holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such Taxes on such holder’s (including, as applicable, the beneficial owners in respect of any such holder’s) net income.

Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Trustees and the Paying Agent

The “Place of Payment” for the Notes will be at the address of the U.S. Trustee, currently located at 6200 S. Quebec St., Greenwood Village, Colorado 80111. The Trustees have not participated in the preparation of this prospectus supplement or makes any representation or warranty as to the accuracy or validity of the information contained herein.

Governing Law

The Notes, the Guarantees and the Indenture will be governed by the laws of the state of New York.

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Book-Entry Only Form

Upon issuance, the Notes will be represented by one or more fully registered global securities (the “Global Securities”) registered in the name of Cede & Co. (the Clearing Agency), or such other name as may be requested by an authorized representative of the Clearing Agency. The authorized denominations of each Note will be $25 and integral multiples of $25 in excess thereof. Accordingly, the Notes may be transferred or exchanged only through the Clearing Agency and its Participants (as defined below). Except as described below, owners of beneficial interests in the Global Securities will not be entitled to receive the Notes in definitive form.

Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect Participants in the Clearing Agency. Holders of the Notes may elect to hold interests in the Notes in book-entry form through either the Clearing Agency in the U.S. or Clearstream Banking, société anonyme (“Clearstream”), or Euroclear Bank S.A./N.V. (“Euroclear”), if they are participants in those systems, or indirectly through organizations which are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in the depositaries’ names on the books of the Clearing Agency.

Each person owning a beneficial interest in a Global Security must rely on the procedures of the Clearing Agency and, if such person is not a Participant, on the procedures of the participant through which such person owns its interest in order to exercise any rights of a holder under the Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security representing the Notes.

The following is based on information furnished by the Clearing Agency:

The Clearing Agency is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the U.S. Exchange Act. The Clearing Agency holds securities that its Participants deposit with the Clearing Agency. The Clearing Agency also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. These direct Participants (“Direct Participants”) include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Clearing Agency is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for the Clearing Agency, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the Clearing Agency’s system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”, and together with the Direct Participants, “Participants”). The rules applicable to the Clearing Agency and its Participants are on file with the SEC.

Purchases of the Notes under the Clearing Agency’s system must be made by or through Direct Participants, which will receive a credit for such Notes on the Clearing Agency’s records. The ownership interest of each actual purchaser of each Note represented by a Global Security (“Beneficial Owner”) is in turn to be recorded on the Direct Participants’ and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from the Clearing Agency of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from

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the Direct Participants or Indirect Participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in a Global Security representing the Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners of a Global Security representing the Notes will not receive the Notes in definitive form representing their ownership interests therein, except in the event that use of the book-entry system for such Notes is discontinued.

To facilitate subsequent transfers, the Global Securities representing the Notes which are deposited with the Clearing Agency are registered in the name of the Clearing Agency’s nominee, Cede & Co., or such other name as may be requested by an authorized representative of the Clearing Agency. The deposit of Global Securities with the Clearing Agency and their registration in the name of Cede & Co. or such other nominee effect no change in beneficial ownership. The Clearing Agency has no knowledge of the actual Beneficial Owners of the Global Securities representing the Notes; the Clearing Agency’s records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Clearing Agency to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither the Clearing Agency nor Cede & Co. (nor such other nominee of the Clearing Agency) will consent or vote with respect to the Global Securities representing the Notes. Under its usual procedures, the Clearing Agency mails an “omnibus proxy” to the Issuer as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the applicable record date (identified in a listing attached to the omnibus proxy).

Principal, premium (if any), interest and certain other amounts payable on the Global Securities representing the Notes will be made to Cede & Co. (or such other nominee as may be requested by an authorized representative of the Clearing Agency). The Clearing Agency’s practice is to credit Direct Participants’ accounts, upon the Clearing Agency’s receipt of funds and corresponding detailed information from the Issuer or the U.S. Trustee, on the applicable payment date in accordance with their respective holdings shown on the Clearing Agency’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of the Clearing Agency, the U.S. Trustee or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium (if any), interest and certain other amounts to Cede & Co. (or such other nominee as may be requested by an authorized representative of the Clearing Agency) is the responsibility of the Issuer or the U.S. Trustee (provided it has received funds from the Issuer), disbursement of such payments to Direct Participants shall be the responsibility of the Clearing Agency, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants.

The Clearing Agency may discontinue providing its services as securities depository with respect to the Global Securities representing the Notes at any time by giving reasonable notice to the Issuer or the U.S. Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Notes in definitive form are required to be printed and delivered to each holder.

The Issuer may decide to discontinue use of the system of book-entry transfers through the Clearing Agency (or a successor securities depositary). In that event, the Notes in definitive form will be printed and delivered.

Clearstream advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream participants”), and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-

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entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters of this offering. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

Distributions with respect to interests in the Notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by the Clearing Agency for Clearstream.

Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear participants”), and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (“Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters of this offering. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts of payment with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no records of or relationship with persons holding through Euroclear participants.

Distributions with respect to the Notes held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions, to the extent received by the U.S. depositary for the Euroclear System.

The information in this section concerning the Clearing Agency and the Clearing Agency’s book-entry system, Clearstream and Euroclear has been obtained from sources that the Issuer and the Guarantors believe to be reliable, but is subject to any changes to the arrangements between the Issuer and the Clearing Agency and any changes to such procedures that may be instituted unilaterally by the Clearing Agency, Clearstream and Euroclear.

Transfers

Transfers of ownership of the Notes will be effected only through records maintained by the Clearing Agency for such Notes with respect to interests of Participants and on the records of Participants with respect to interests of persons other than Participants. Holders of the Notes who are not Participants, but who desire to purchase, sell or otherwise transfer ownership of or other interests in the Notes, may do so only through

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Participants. The ability of a holder to pledge Notes or otherwise take action with respect to such holder’s interest in Notes (other than through a Participant) may be limited due to the lack of a physical certificate. See “Risk Factors — Risks Relating to the Securities — There is no assurance that an active trading market will develop in the Notes.” The Trustees shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any note (including any transfers between or among participants or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Payments and Deliveries

As long as the Clearing Agency is the registered owner of the Notes, the Clearing Agency will be considered the sole owner of the Notes for the purposes of receiving payments on the Notes. Payments of interest in respect of the Notes will be made by the Issuer to the Clearing Agency as the registered holder of the Notes and the Issuer understands that such payments will be forwarded by the Clearing Agency to Participants in accordance with the applicable procedures of the Clearing Agency. As long as the Notes are held in the Clearing Agency’s book-entry only system, the responsibility and liability of the U.S. Trustee, the Issuer and/or the Guarantors in respect of the Notes is limited to making payment of any amount due on the Notes.

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DESCRIPTION OF THE EXCHANGE PREFERRED UNITS

On the closing of this offering, our Partnership Agreement will be amended to authorize and create the Exchange Preferred Units, and to make certain consequential changes resulting from the authorization and creation of the Exchange Preferred Units. Our Partnership Agreement will be amended by the General Partner pursuant to Article 14 of our Partnership Agreement.

Class A Preferred Units

The following description of the particular terms of the Class A Preferred Units supplements the description of the general terms and provisions of preferred units in the accompanying base prospectus and does not purport to be complete. The following description is subject to, and qualified in its entirety by reference to, the provisions of our Partnership Agreement, including the Fifth Amendment thereto (“Amendment No. 5”), which will be entered into in connection with the closing of this offering and will be filed as an exhibit to a report on Form 6-K. We urge you to read our Partnership Agreement, including Amendment No. 5, because it, and not this description, will define your rights as a holder of the Class A Preferred Units.

Series

The Class A Preferred Units may be issued from time to time in one or more series. As of the date of this prospectus supplement, we have outstanding 4,989,265 Class A Preferred Limited Partnership Units, Series 1 (the “Series 1 Preferred Units”) (which may be re-classified into Series 2 Preferred Units (the “Series 2 Preferred Units”)); 4,989,262 Class A Preferred Limited Partnership Units, Series 3 (the “Series 3 Preferred Units”) (which may be re-classified into Class A Preferred Limited Partnership Units, Series 4 (the “Series 4 Preferred Units”)); 9,986,588 Class A Preferred Limited Partnership Units, Series 5 (the “Series 5 Preferred Units”) (which may be re-classified into Class A Preferred Limited Partnership Units, Series 6 (the “Series 6 Preferred Units”)); 11,979,750 Class A Preferred Limited Partnership Units, Series 7 (the “Series 7 Preferred Units”) (which may be re-classified into Class A Preferred Limited Partnership Units, Series 8 (the “Series 8 Preferred Units”)); 7,986,595 Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”) (which may be re-classified into Class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”)); 9,936,190 Class A Preferred Limited Partnership Units, Series 11 (the “Series 11 Preferred Units”) (which may be re-classified into Class A Preferred Limited Partnership Units, Series 12 (the “Series 12 Preferred Units”)) (collectively, the “Existing Canadian Preferred Units”); 8,000,000 Class A Preferred Limited Partnership Units, Series 13 (the “Series 13 Preferred Units”); and 8,000,000 Class A Preferred Limited Partnership Units, Series 14 (the “Series 14 Preferred Units”, and together with the Existing Canadian Preferred Units, and the Series 13 Preferred Units, the “Existing Preferred Units”). The General Partner will fix the number of Class A Preferred Units in each additional series and the terms of each additional series before issue. BIPC Holdings is a guarantor of each series of the Existing Canadian Preferred Units as to the payment of distributions when due, the payment of amounts due upon redemption, and the payment of amounts due upon liquidation, dissolution or winding up of the Partnership.

The Partnership’s Series 1 Preferred Units, Series 3 Preferred Units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units and Series 11 Preferred Units are listed on the TSX under the symbols “BIP.PR.A”, “BIP.PR.B”, “BIP.PR.C”, “BIP.PR.D”, “BIP.PR.E” and “BIP.PR.F”, respectively. The Partnership’s Series 13 Preferred Units and Series 14 Preferred Units are listed on the NYSE under the symbol “BIP.PR.A” and “BIP.PR.B”, respectively.

The Series 1 Preferred Units were redeemable by the Partnership on June 30, 2020, and are redeemable by the Partnership on June 30 every five years thereafter, with the next redemption date on June 30, 2025 (each such redemption date, a “Series 1 Redemption Date”), for C$25.00 per Series 1 Preferred Unit, together with all accrued and unpaid distributions. Holders of the Series 1 Preferred Units will have the right, at their option, to reclassify their Series 1 Preferred Units into Series 2 Preferred Units, subject to certain conditions, on any

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Series 1 Redemption Date, with the next such date occurring on June 30, 2025. The Series 3 Preferred Units were redeemable by the Partnership on December 31, 2020, and are redeemable by the Partnership on December 31 every five years thereafter, with the next redemption date on December 31, 2025 (each such redemption date, a “Series 3 Redemption Date”), for C$25.00 per Series 3 Preferred Unit, together with all accrued and unpaid distributions. Holders of the Series 3 Preferred Units will have the right, at their option, to reclassify their Series 3 Preferred Units into Series 4 Preferred Units, subject to certain conditions, on any Series 3 Redemption Date, with the next such date occurring on December 31, 2025. The Series 5 Preferred Units are redeemable by the Partnership on September 30, 2021 and on September 30 every five years thereafter for C$25.00 per Series 5 Preferred Unit, together with all accrued and unpaid distributions. Holders of the Series 5 Preferred Units will have the right, at their option, to reclassify their Series 5 Preferred Units into Series 6 Preferred Units, subject to certain conditions, on September 30, 2021 and on September 30 every five years thereafter. The Series 7 Preferred Units are redeemable by the Partnership on March 31, 2022 and on March 31 every five years thereafter for C$25.00 per Series 7 Preferred Unit, together with all accrued and unpaid distributions. Holders of the Series 7 Preferred Units will have the right, at their option, to reclassify their Series 7 Preferred Units into Series 8 Preferred Units, subject to certain conditions, March 31, 2022 and on March 31 every five years thereafter. The Series 9 Preferred Units are redeemable by the Partnership on March 31, 2023 and on March 31 every five years thereafter for C$25.00 per Series 9 Preferred Unit, together with all accrued and unpaid distributions. Holders of the Series 9 Preferred Units will have the right, at their option, to reclassify their Series 9 Preferred Units into Series 10 Preferred Units, subject to certain conditions, on March 31, 2023 and on March 31 every five years thereafter. The Series 11 Preferred Units are redeemable by the Partnership on December 31, 2023 and on December 31 every five years thereafter for C$25.00 per Series 11 Preferred Unit, together with all accrued and unpaid distributions. Holders of the Series 11 Preferred Units will have the right, at their option, to reclassify their Series 11 Preferred Units into Series 12 Preferred Units, subject to certain conditions, on December 31, 2023 and on December 31 every five years thereafter. Subject to certain early redemption provisions, the Series 13 Preferred Units are redeemable by the Partnership any time on or after October 15, 2025 for $25.00 per Series 13 Preferred Unit, together with all accrued and unpaid distributions. Subject to certain early redemption provisions, the Series 14 Preferred Units are redeemable by the Partnership any time on or after February 16, 2026 for $25.00 per Series 14 Preferred Unit, together with all accrued and unpaid distributions.

Priority

The Class A Preferred Units rank senior to the LP Units with respect to priority in the payment of distributions and in the distribution of the assets in the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary. Each series of Class A Preferred Units ranks on parity in right of payment with every other series of the Class A Preferred Units with respect to priority in the payment of distributions and in the distribution of the assets in the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary; however, only the Existing Canadian Preferred Units will have the benefit of the guarantees from BIPC Holdings.

Unitholder Approvals

In addition to any other approvals required by law, the approval of all amendments to the rights, privileges, restrictions and conditions attaching to the Class A Preferred Units as a class and any other approval to be given by the holders of the Class A Preferred Units may be (i) given by a resolution signed by the holders of Class A Preferred Units owning not less than the percentage of the Class A Preferred Units that would be necessary to authorize such action at a meeting of the holders of the Class A Preferred Units at which all holders of the Class A Preferred Units were present and voted or were represented by proxy or (ii) passed by an affirmative vote of at least 66²/3% of the votes cast at a meeting of holders of the Class A Preferred Units duly called for that purpose and at which the holders of at least 25% of the outstanding Class A Preferred Units are present or represented by proxy or, if no quorum is present or represented by proxy at such meeting, at an adjourned meeting at which the holders of Class A Preferred Units then present would form the necessary quorum. At any

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meeting of holders of Class A Preferred Units as a class, each such holder shall be entitled to one vote in respect of each Class A Preferred Unit held.

We may issue Exchange Unit Junior Securities and Exchange Unit Parity Securities (each as defined under “Exchange Preferred Units — Ranking”) (including additional Class A Preferred Units) from time to time without the consent of holders of outstanding Class A Preferred Units. In addition, unless we have received the affirmative vote or consent of the holders of at least a majority of the outstanding Class A Preferred Units, we may not issue any Exchange Unit Senior Securities (as defined under “Exchange Preferred Units — Ranking”).

Exchange Preferred Units

The following description of the particular terms of the Exchange Preferred Units supplements the description of the general terms and provisions of Class A Preferred Units described above under “— Class A Preferred Units” and in the accompanying base prospectus, and does not purport to be complete. The following description is subject to, and qualified in its entirety by reference to, the provisions of our Partnership Agreement, including Amendment No. 5 thereto, which will be entered into in connection with the closing of this offering and will be filed as an exhibit to a report on Form 6-K. We urge you to read our Partnership Agreement, including Amendment No. 5, because it, and not this description, will define your rights as a holder of the Exchange Preferred Units.

General

The Exchange Preferred Units, if and when issued in connection with an Automatic Exchange, will be a new series of preferred units of the Partnership. Upon the occurrence of an Automatic Exchange, Exchange Preferred Units will be issued in an amount of Exchange Preferred Units (including fractional units, if applicable) calculated as the sum of (i) the number of Notes issued and outstanding at the time of such Automatic Exchange, and (ii) the number obtained by dividing the amount of accrued and unpaid interest, if any, on the Notes at such time, by US$25.00 in accordance with the terms and conditions of the Notes. Upon completion of this offering, there will be no Exchange Preferred Units issued and outstanding. We may, without notice to or consent of the holders of the then-outstanding Exchange Preferred Units, authorize and issue additional Exchange Unit Junior Securities and, subject to the limitations described under “— Voting Rights,” Exchange Unit Senior Securities and Exchange Unit Parity Securities.

The Exchange Preferred Units will have an issue price of $25 per Exchange Preferred Unit. At the Exchange Time, holders of the Notes will receive one Exchange Preferred Unit for each $25 principal amount of Notes previously held together with the number of Exchange Preferred Units (including fractional units, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by $25.

The holders of our LP Units, Existing Preferred Units, Exchange Preferred Units and other partnership securities will be entitled to receive, to the extent permitted by law and as provided in our Partnership Agreement, such distributions as may from time to time be declared by the General Partner, at the same rate as would have accrued on the Notes (had such Notes remained outstanding) as described under “Description of the Notes – Interest and Maturity”, payable on March 31, June 30, September 30 and December 31 of each year. Upon any liquidation, dissolution or winding-up of our affairs, whether voluntary or involuntary, the holders of our LP Units, Existing Preferred Units, Exchange Preferred Units, general partner interest and other partnership securities (if any) are entitled to receive distributions of our assets as provided in our Partnership Agreement, after we have satisfied or made provision for our outstanding indebtedness and other obligations and after payment to the holders of any class or series of limited partner interests having preferential rights to receive distributions of our assets over each such class of limited partner interests.

When issued and paid for in the manner described in this prospectus supplement and the accompanying base prospectus, the Exchange Preferred Units offered hereby will be fully paid and nonassessable. Subject to the

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matters described under “— Liquidation Rights,” each Exchange Preferred Unit will generally have a fixed liquidation preference of $25.00 per Exchange Preferred Unit (subject to adjustment for any splits, combinations or similar adjustment to the Exchange Preferred Units) plus an amount equal to accrued and unpaid distributions thereon to, but excluding, the date fixed for payment, whether or not declared.

Unlike our indebtedness, the Exchange Preferred Units will represent perpetual interests in us and will not give rise to a claim for payment of a principal amount at a particular date. As such, the Exchange Preferred Units will rank junior to all of our current and future indebtedness with respect to assets available to satisfy claims against us. The rights of the holders of Exchange Preferred Units to receive the liquidation preference will be subject to the rights of the holders of any Exchange Unit Senior Securities and the proportional rights of holders of Exchange Unit Parity Securities (including the Existing Preferred Units).

All of the Exchange Preferred Units offered hereby will be represented by one or more certificates issued to DTC (and its successors or assigns or any other securities depositary selected by us) (the “Securities Depositary”) and registered in the name of its nominee, for credit to an account of a direct or indirect participant in the Securities Depositary. So long as a Securities Depositary has been appointed and is serving, no person acquiring Exchange Preferred Units will be entitled to receive a certificate representing such Exchange Preferred Units unless applicable law otherwise requires or the Securities Depositary resigns or is no longer eligible to act as such and a successor is not appointed. See “— Book-Entry System.”

The Exchange Preferred Units will not be convertible into LP Units or any other securities and will not have exchange rights or be entitled or subject to any preemptive or similar rights. The Exchange Preferred Units will not be entitled or subject to mandatory redemption or to any sinking fund requirements. The Exchange Preferred Units will be subject to redemption, in whole or in part, as applicable, commencing on             , 2026, at our option. See “— Redemption.”

We will appoint Computershare Inc. as the paying agent for the Exchange Preferred Units and the registrar and transfer agent for the Exchange Preferred Units with its at its principal office at 150 Royall Street, Canton MA 02021.

Ranking

The Exchange Preferred Units will, with respect to anticipated quarterly distributions and distributions upon the liquidation, winding-up and dissolution of our affairs, rank:

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In addition, the Exchange Preferred Units will be structurally subordinated to all existing and future debt and guarantee obligations of our subsidiaries and any capital stock of our subsidiaries (including the BIPC Guarantee of the Existing Canadian Preferred Units) held by others as to the payment of distributions and amounts payable upon a liquidation event. The Exchange Preferred Units have not been, and will not be, guaranteed by any of our subsidiaries and will not be guaranteed by BIPC Holdings that guarantees the Existing Canadian Preferred Units.

Under our Partnership Agreement, we may issue Exchange Unit Junior Securities and Exchange Unit Parity Securities (including additional Class A Preferred Units) from time to time in one or more series without the consent of the holders of the Exchange Preferred Units. The General Partner has the authority to determine the designations, preferences, rights, powers, guarantees and duties of any such series before the issuance of any units of that series. The General Partner will also determine the number of units constituting each series of securities. Our ability to issue additional Exchange Unit Parity Securities in certain circumstances or Exchange Unit Senior Securities is limited as described under “— Voting Rights.” Exchange Unit Parity Securities with respect to the Exchange Preferred Units may include classes and series of the Partnership’s securities (including other series of Class A Preferred Units, such as the Existing Preferred Units) that have different coupons, distribution rates, mechanics, payment periods, payment dates, record dates and/or other terms than the Exchange Preferred Units.

Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Partnership, unless the Partnership is continued under the election to reconstitute and continue the Partnership, the holders of the Exchange Preferred Units will be entitled to receive $25.00 per unit, together with all accrued (whether or not declared) and unpaid distributions up to but excluding the date of payment or distribution, before any amount is paid or any assets of the Partnership are distributed to the holders of any units of the Partnership ranking junior to the Exchange Preferred Units. Upon payment of such amounts, the holders of the Exchange Preferred Units will not be entitled to share in any further distribution of the assets of the Partnership. The rights of the holders of Exchange Preferred Units to receive the liquidation preference will be subject to the rights of the holders of any Exchange Unit Senior Securities and the proportional rights of holders of Exchange Unit Parity Securities (including the Existing Canadian Preferred Units which benefit from the BIPC Guarantee as well as any future Class A Preferred Units that may benefit from a similar guarantee).

Voting Rights

Holders of Exchange Preferred Units are not entitled to receive notice of, attend, or vote at, any meeting of unitholders of the Partnership, unless and until the Partnership shall have failed to pay eight quarterly distributions on the Exchange Preferred Units, whether or not consecutive and whether or not such distributions have been declared and whether or not there are any monies of the Partnership legally available for distributions under Bermuda law. In the event of such non-payment, and for only so long as any such distributions remain in arrears, the holders of Exchange Preferred Units will be entitled to receive notice of and to attend each meeting of unitholders of the Partnership (other than any meetings at which only holders of another specified class or series are entitled to vote) and shall have the right, at any such meeting, to one vote for each Exchange Preferred Unit held. No other voting rights shall attach to the Exchange Preferred Units in any circumstances. Upon payment of the entire amount of all distributions on the Exchange Preferred Units in arrears, the voting rights of the holders thereof shall forthwith cease (unless and until the same default shall again arise as described herein).

Except as set forth in our Partnership Agreement or as otherwise required by Bermuda law, and except as described in the paragraph above, the Exchange Preferred Units will have no voting rights. In addition, we may not adopt an amendment to our Partnership Agreement that has a material adverse effect on the powers, preferences, duties or special rights of the Exchange Preferred Units unless such amendment (i) is approved by a resolution signed by the holders of Exchange Preferred Units owning not less than the percentage of the

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Exchange Preferred Units that would be necessary to authorize such action at a meeting of the holders of the Exchange Preferred Units at which all holders of the Exchange Preferred Units were present and voted or were represented by proxy or (ii) is passed by an affirmative vote of at least 66²/3% of the votes cast at a meeting of holders of the Exchange Preferred Units duly called for that purpose and at which the holders of at least 25% of the outstanding Exchange Preferred Units are present or represented by proxy or, if no quorum is present at such meeting, at an adjourned meeting at which the holders of Exchange Preferred Units then present would form the necessary quorum. For the avoidance of doubt, for purposes of this voting requirement, any amendment to our Partnership Agreement (i) relating to the issuance of additional limited partner interests (subject to the voting rights regarding the issuance of Exchange Unit Senior Securities discussed in “— Class A Preferred Units —Unitholder Approvals” above) or (ii) in connection with a merger or another transaction in which we are the surviving entity and the Exchange Preferred Units remain outstanding with the terms thereof materially unchanged in any respect adverse to the holders of Exchange Preferred Units, will be deemed to not materially adversely affect the terms of the Exchange Preferred Units.

On any matter on which the holders of the Exchange Preferred Units are entitled to vote as a class, such holders will be entitled to one vote per Exchange Preferred Unit. The Exchange Preferred Units held by us or any of our subsidiaries or controlled affiliates will not be entitled to vote.

Exchange Preferred Units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and its nominee provides otherwise.

Distributions

General

Holders of Exchange Preferred Units will be entitled to receive, as and when declared by the board of directors of the General Partner out of legally available funds for such purpose, cumulative quarterly cash distributions. Unless otherwise determined by the General Partner, distributions on the Exchange Preferred Units will be deemed to have been paid out of our available cash with respect to the quarter ended immediately preceding the quarter in which the distribution is made.

Distributions on Exchange Preferred Units will be cumulative from the date of original issue and will be payable quarterly in arrears (as described under “— Distribution Payment Dates”) at the same rate as would have accrued on the Notes (had such Notes remained outstanding) as described under “Description of the Notes —Interest and Maturity”, when, as, and if declared by the General Partner out of legally available funds for such purpose.

Distribution Payment Dates

The “Distribution Payment Dates” for the Exchange Preferred Units will be the March 31, June 30, September 30 and December 31 in each year, commencing on the first March 31, June 30, September 30 or December 31 following the initial issue date. Distributions will accrue in each such period from and including the preceding Distribution Payment Date or the initial issue date, as the case may be, to but excluding the applicable Distribution Payment Date for such period, and distributions will accrue on accrued distributions at the applicable distribution rate. If any Distribution Payment Date otherwise would fall on a day that is not a Business Day (as defined below), declared distributions will be paid on the immediately succeeding Business Day without the accrual of additional distributions. Distributions on the Exchange Preferred Units will be payable based on a 360-day year consisting of twelve 30-day months.

“Business Day” means every day except a Saturday or Sunday, or a day which is a statutory or civic holiday in Bermuda, the Province of Ontario, or the State of New York.

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Payment of Distributions

Not later than 5:00 p.m., New York City time, on each Distribution Payment Date, we will pay quarterly distributions, if any, on the Exchange Preferred Units that have been declared by the General Partner to the holders of such Exchange Preferred Units as such holders’ names appear on our unit transfer books maintained by the registrar and transfer agent for the Exchange Preferred Units on the applicable record date. The record date for each distribution on our Exchange Preferred Units will be the last business day of the calendar month prior to the applicable Distribution Payment Date, or such other record date as may be fixed by the General Partner.

So long as the Exchange Preferred Units are held of record by the nominee of the Securities Depositary, declared distributions will be paid to the Securities Depositary in same-day funds on each Distribution Payment Date. The Securities Depositary will credit accounts of its participants in accordance with the Securities Depositary’s normal procedures. The participants will be responsible for holding or disbursing such payments to beneficial owners of the Exchange Preferred Units in accordance with the instructions of such beneficial owners.

No distribution may be declared or paid or set apart for payment on any Exchange Unit Junior Securities (other than a distribution payable solely in Exchange Unit Junior Securities) unless all accrued and unpaid distributions up to and including the distribution payable for the last completed period for which distributions were payable on all outstanding Exchange Preferred Units and any Exchange Unit Parity Securities (including the Existing Preferred Units) have been declared and paid or set apart for payment. Accrued distributions in arrears for any past distribution period may be declared by the General Partner and paid on any date fixed by the General Partner, whether or not a Distribution Payment Date, to holders of the Exchange Preferred Units on the record date for such payment, which may not be less than 10 days before such distribution payment dates. To the extent a distribution period applicable to a class of Exchange Unit Junior Securities or Exchange Unit Parity Securities is shorter than the distribution period applicable to the Exchange Preferred Units (e.g., monthly rather than quarterly), the General Partner may declare and pay regular distributions with respect to such Exchange Unit Junior Securities or Exchange Unit Parity Securities so long as, at the time of declaration of such distribution, (i) there are no Exchange Preferred Unit distribution payments in arrears and (ii) the General Partner expects to have sufficient funds to pay the full distribution in respect of the Exchange Preferred Units on the next successive Distribution Payment Date.

Subject to the next succeeding sentence, if all accrued distributions in arrears on all outstanding Exchange Preferred Units and any Exchange Unit Parity Securities (including the Existing Preferred Units) have not been declared and paid, or sufficient funds for the payment thereof have not been set apart, payment of accrued distributions in arrears will be made in order of their respective distribution payment dates, commencing with the earliest distribution payment date. If less than all distributions payable with respect to all Exchange Preferred Units and any Exchange Unit Parity Securities (including the Existing Preferred Units) are paid, any partial payment will be made pro rata with respect to the Exchange Preferred Units and any Exchange Unit Parity Securities (including the Existing Preferred Units) entitled to a distribution payment at such time in proportion to the aggregate amounts remaining due in respect of such Exchange Preferred Units and Exchange Unit Parity Securities (including the Existing Preferred Units) at such time.

Holders of the Exchange Preferred Units will not be entitled to any distribution, whether payable in cash, property or units of the Partnership, in excess of full cumulative distributions. Except insofar as distributions accrue on the amount of any accrued and unpaid distributions no interest or sum of money in lieu of interest will be payable in respect of any distribution payment which may be in arrears on the Exchange Preferred Units.

Payment of Additional Amounts

We will make all payments on the Exchange Preferred Units free and clear of and without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction for Exchange

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Preferred Units (as defined under “— Redemption — Optional Redemption Upon a Change in Tax Law”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction for Exchange Preferred Units or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in any Relevant Taxing Jurisdiction for Exchange Preferred Units). If a withholding or deduction at source is required, we will, subject to certain limitations and exceptions described below, pay to the holders of the Exchange Preferred Units such additional amounts as distributions as may be necessary so that every net payment made to such holders, after such withholding or deduction (including any such withholding or deduction from such additional amounts), will be equal to the amounts we would otherwise have been required to pay had no such withholding or deduction been required.

We will not be required to pay any additional amounts for or on account of:

In addition, we will not pay additional amounts with respect to any payment on the Exchange Preferred Units to any holder that is a fiduciary, partnership, limited liability company or other pass-through entity other than the sole beneficial owner of such Exchange Preferred Units if such payment would be required by the laws of the Relevant Taxing Jurisdiction for Exchange Preferred Units to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership, limited liability company or other pass-through entity or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such additional amounts had it been the holder of the Exchange Preferred Units.

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If there is a substantial probability that we or any entity formed by a consolidation, merger or amalgamation (or similar transaction) involving us or the entity to which we convey, transfer or lease substantially all of our properties and assets (a “Successor Entity”) would become obligated to pay any additional amounts as a result of a Change in Tax Law for Exchange Preferred Units, we will also have the option to redeem the Exchange Preferred Units as described in “— Redemption — Optional Redemption Upon a Change in Tax Law”.

Redemption

Optional Redemption Upon a Change in Tax Law

We will have the option to redeem the Exchange Preferred Units, in whole but not in part, at a redemption price of $25.00 per Exchange Preferred Unit, if as a result of a Change in Tax Law for Exchange Preferred Units there is, in our reasonable determination, a substantial probability that we or any Successor Entity would become obligated to pay any additional amounts on the next succeeding distribution payment date with respect to the Exchange Preferred Units and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to us or any Successor Entity. We must provide not less than 30 days’ and not more than 60 days’ written notice of any such redemption. Any such redemption would be effected only out of funds legally available for such purpose and will be subject to compliance with the provisions of our outstanding indebtedness.

“Change in Tax Law for Exchange Preferred Units” means (i) a change in or amendment to laws, regulations or rulings of any Relevant Taxing Jurisdiction for Exchange Preferred Units, (ii) a change in the official application or interpretation of those laws, regulations or rulings, (iii) any execution of or amendment to any treaty affecting taxation to which any Relevant Taxing Jurisdiction for Exchange Preferred Units is party or (iv) a decision rendered by a court of competent jurisdiction in any Relevant Taxing Jurisdiction for Exchange Preferred Units, whether or not such decision was rendered with respect to us, in each case described in (i)-(iv) above occurring after the date of this prospectus supplement; provided that in the case of a Relevant Taxing Jurisdiction for Exchange Preferred Units other than Bermuda in which a successor company is organized, such Change in Tax Law for Exchange Preferred Units must occur after the date on which we consolidate, merge or amalgamate (or engage in a similar transaction) with the Successor Entity, or convey, transfer or lease substantially all of our properties and assets to the Successor Entity, as applicable.

“Relevant Taxing Jurisdiction for Exchange Preferred Units” means (i) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (ii) any jurisdiction from or through which we or our distribution disbursing agent are making payments on the Exchange Preferred Units or any political subdivision or governmental authority of or in that jurisdiction with the power to tax or (iii) any other jurisdiction in which the Partnership or a Successor Entity is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax.

Optional Redemption on or after , 2026

Any time on or after             , 2026, we may redeem, at our option, in whole or in part, the Exchange Preferred Units at a redemption price in cash equal to $25.00 per Exchange Preferred Unit plus an amount equal to all accrued and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. We may undertake multiple partial redemptions. Any such redemption would be effected only out of funds legally available for such purpose and would be subject to compliance with the provisions of the instruments governing our outstanding indebtedness.

Redemption Procedures

Any optional redemption shall be effected only out of funds legally available for such purpose. We will give notice of any redemption not less than 30 days and not more than 60 days before the scheduled date of

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redemption, to the holders of any Exchange Preferred Units to be redeemed as such holders’ names appear on our unit transfer books maintained by the registrar and transfer agent for the Exchange Preferred Units at the address of such holders shown therein. Such notice shall state: (i) the redemption date, (ii) the number of Exchange Preferred Units to be redeemed and, if less than all outstanding Exchange Preferred Units are to be redeemed, the number (and, in the case of Exchange Preferred Units in certificated form, the identification) of Exchange Preferred Units to be redeemed from such holder, (iii) the redemption price, (iv) the place where any Exchange Preferred Units in certificated form are to be redeemed and shall be presented and surrendered for payment of the redemption price therefor (which shall occur automatically if the certificate representing such Exchange Preferred Units is issued in the name of the Securities Depositary or its nominee), and (v) that distributions on the Exchange Preferred Units to be redeemed will cease to accrue from and after such redemption date.

If less than all of the outstanding Exchange Preferred Units are to be redeemed, the Exchange Preferred Units to be redeemed will be determined on a pro rata basis disregarding fractions, or in such other manner as the General Partner in its sole discretion may, by resolution, determine. So long as all Exchange Preferred Units are held of record by the nominee of the Securities Depositary, we will give notice, or cause notice to be given, to the Securities Depositary of the number of Exchange Preferred Units to be redeemed. Thereafter, each participant will select the number of Exchange Preferred Units to be redeemed from each beneficial owner for whom it acts (including the participant, to the extent it holds Exchange Preferred Units for its own account). A participant may determine to redeem Exchange Preferred Units from some beneficial owners (including the participant itself) without redeeming Exchange Preferred Units from the accounts of other beneficial owners. Any Exchange Preferred Units not redeemed will remain outstanding and entitled to all the rights and preferences of Exchange Preferred Units under our Partnership Agreement.

So long as the Exchange Preferred Units are held of record by the nominee of the Securities Depositary, the redemption price will be paid by the paying agent for the Exchange Preferred Units to the Securities Depositary on the redemption date. The Securities Depositary’s normal procedures provide for it to distribute the amount of the redemption price in same-day funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are acting as agent.

If we give or cause to be given a notice of redemption, then we will deposit with the paying agent for the Exchange Preferred Units funds sufficient to redeem the Exchange Preferred Units as to which notice has been given by 10:00 a.m., New York City time, on the date fixed for redemption, and will give the paying agent for the Exchange Preferred Units irrevocable instructions and authority to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the certificate representing such Exchange Preferred Units is issued in the name of the Securities Depositary or its nominee) of the certificates therefor. If a notice of redemption shall have been given, then from and after the date fixed for redemption, unless we default in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, all distributions on such Exchange Preferred Units will cease to accrue and all rights of holders of such Exchange Preferred Units as limited partners will cease (and such Exchange Preferred Units shall not thereafter be transferred on the books of the registrar and transfer agent for the Exchange Preferred Units or be deemed outstanding for any purpose whatsoever), except the right to receive the redemption price, including an amount equal to accrued and unpaid distributions to the date fixed for redemption, whether or not declared. The holders of Exchange Preferred Units will have no claim to the interest income, if any, earned on such funds deposited with the paying agent for the Exchange Preferred Units. Any funds deposited with the paying agent for the Exchange Preferred Units hereunder by us for any reason, including, but not limited to, redemption of Exchange Preferred Units, that remain unclaimed or unpaid after one year after the applicable redemption date or other payment date, shall be, to the extent permitted by law, repaid to us upon our written request, after which repayment the holders of the Exchange Preferred Units entitled to such redemption or other payment shall have recourse only to us.

If only a portion of the Exchange Preferred Units represented by a certificate has been called for redemption, upon surrender of the certificate to the paying agent for the Exchange Preferred Units (which will occur automatically if the certificate representing such Exchange Preferred Units is registered in the name of the

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Securities Depositary or its nominee), we will issue and the paying agent for the Exchange Preferred Units will deliver to the holder of such Exchange Preferred Units a new certificate (or adjust the applicable book-entry account) representing the number of Exchange Preferred Units represented by the surrendered certificate that have not been called for redemption.

Notwithstanding any notice of redemption, there will be no redemption of any Exchange Preferred Units called for redemption until funds sufficient to pay the full redemption price of such Exchange Preferred Units, including all accrued and unpaid distributions to, but excluding, the date of redemption, whether or not declared, have been deposited by us with the paying agent for the Exchange Preferred Units.

We may from time to time purchase Exchange Preferred Units, including by tender offer, open market purchases, negotiated transactions or otherwise, subject to compliance with all applicable securities and other laws. We have no obligation, or any present plan or intention, to purchase any Exchange Preferred Units. Any Exchange Preferred Units that we redeem or otherwise acquire will be cancelled.

Notwithstanding the foregoing, unless all accrued and unpaid distributions up to and including the distribution payable for the last completed period for which distributions were payable on all Exchange Preferred Units and any Exchange Unit Parity Securities (including the Existing Preferred Units) have been declared and paid or set apart for payment, we may not repurchase, redeem or otherwise acquire, in whole or in part, any Exchange Preferred Units or Exchange Unit Parity Securities (including the Existing Preferred Units) except pursuant to a purchase or exchange offer made on the same relative terms to all holders of Exchange Preferred Units and any Exchange Unit Parity Securities (including the Existing Preferred Units). As long as any Exchange Preferred Units are outstanding, except out of the net cash proceeds of a substantially concurrent issue of Exchange Unit Junior Securities, we may not redeem, repurchase or otherwise acquire any partnership interests in the Partnership (other than a Class A Preferred Unit) or any other series of Exchange Unit Junior Securities unless all accrued and unpaid distributions up to and including the distribution payable for the last completed period for which distributions were payable on all Exchange Preferred Units and any Exchange Unit Parity Securities (including the Existing Preferred Units) have been declared and paid or set apart for payment.

Variation

At any time following a Change in Tax Law for Exchange Preferred Units, we may, without the consent of any holders of the Exchange Preferred Units, vary the terms of the Exchange Preferred Units such that they remain securities which would eliminate the substantial probability that we or any Successor Entity would be required to pay any additional amounts with respect to the Exchange Preferred Units as a result of a Change in Tax Law for Exchange Preferred Units. The terms of the varied securities considered in the aggregate cannot be less favorable to holders than the terms of the Exchange Preferred Units prior to being varied; provided that no such variation of terms shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by us) or currency of the Exchange Preferred Units, reduce the liquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Exchange Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation. Further, no such variation of terms shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities.

Prior to any variation, we will be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Exchange Preferred Units (including as holders and beneficial owners of the varied securities) will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such variation and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation not occurred.

No Sinking Fund

The Exchange Preferred Units will not have the benefit of any sinking fund.

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Limited Duties

The Bermuda Limited Partnership Act 1883, as amended, under which the Partnership has been established, does not impose statutory fiduciary duties on a general partner of a limited partnership in the same manner that certain corporate statutes, such as the Delaware Revised Uniform Limited Partnership Act, impose fiduciary duties on directors of a corporation. In general, under applicable Bermudian legislation, a general partner has a duty to act in good faith and subject to any express provisions of the partnership agreement to the contrary, to act in the interests of the limited partnership. A general partner also has certain limited duties to its limited partners, such as the duty to render accounts, account for private profits and not compete with the partnership in business. In addition, Bermudian common law recognizes that a general partner owes a duty of utmost good faith to its limited partners. However, to the extent that the General Partner owes any such fiduciary duties to the Partnership and holders of partnership interests in the Partnership, these duties have been modified pursuant to our Partnership Agreement as a matter of contract law, with the exception of the duty of the General Partner to act in good faith, which cannot be modified.

Book-Entry System

All Exchange Preferred Units offered hereby will be represented by one or more certificates issued to the Securities Depositary, and registered in the name of its nominee (initially, Cede & Co.), for credit to an account of a direct or indirect participant in the Securities Depositary. The Exchange Preferred Units offered hereby will continue to be represented by one or more certificates registered in the name of the Securities Depositary or its nominee, and no holder of the Exchange Preferred Units offered hereby will be entitled to receive a certificate evidencing such Exchange Preferred Units unless otherwise required by law or the Securities Depositary gives notice of its intention to resign or is no longer eligible to act as such and we have not selected a substitute Securities Depositary within 60 calendar days thereafter. Payments and communications made by us to holders of the Exchange Preferred Units will be duly made by making payments to, and communicating with, the Securities Depositary. Accordingly, unless certificates are available to holders of the Exchange Preferred Units, each purchaser of Exchange Preferred Units must rely on (i) the procedures of the Securities Depositary and its participants to receive distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting rights, with respect to such Exchange Preferred Units and (ii) the records of the Securities Depositary and its participants to evidence its ownership of such Exchange Preferred Units.

So long as the Securities Depositary (or its nominee) is the sole holder of the Exchange Preferred Units, no beneficial holder of the Exchange Preferred Units will be deemed to be a holder of Exchange Preferred Units. DTC, the initial Securities Depositary, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own DTC. The Securities Depositary maintains lists of its participants and will maintain the positions (i.e., ownership interests) held by its participants in the Exchange Preferred Units, whether as a holder of the Exchange Preferred Units for its own account or as a nominee for another holder of the Exchange Preferred Units.

BILP Exchange Units

On the closing of this offering, the limited partnership agreement of BILP (as amended the “BILP Partnership Agreement”) will be amended to authorize and create a proportionate number of preferred units in the capital of BILP with terms designed to mirror the economic terms of the Exchange Preferred Units (the “BILP Exchange Units”). In connection with an Automatic Exchange, we will subscribe for such BILP Exchange Units. The BILP Partnership Agreement will be amended by the Partnership, in our capacity as managing general partner of BILP, pursuant to Section 18.1 of the BILP Partnership Agreement.

The terms of the BILP Exchange Units will provide that no distribution may be declared or paid or set apart for payment on any Mirror Exchange Unit Junior Securities (as defined below) (other than a distribution payable solely in Mirror Exchange Unit Junior Securities) unless full cumulative distributions have been or

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contemporaneously are being paid or provided for on all outstanding BILP Exchange Units and any Mirror Exchange Unit Parity Securities (as defined below) through the most recent respective distribution payment dates. To the extent a distribution period applicable to a class of Mirror Exchange Unit Junior Securities or Mirror Exchange Unit Parity Securities is shorter than the distribution period applicable to the BILP Exchange Units (e.g., monthly rather than quarterly), we may declare and pay regular distributions with respect to such Mirror Exchange Unit Junior Securities or Mirror Exchange Unit Parity Securities so long as, at the time of declaration of such distribution, we expect to have sufficient funds to pay the full distribution in respect of the BILP Exchange Units on the next successive distribution payment date.

“Mirror Exchange Unit Junior Securities” means the Redeemable Partnership Units, the managing general partner units of BILP, the special general partner units of BILP and any other partnership interest of BILP hereafter authorized that pursuant to a written agreement with BILP ranks junior to the Class A preferred limited partnership units of BILP in the payment of distributions and in the distribution of assets upon the dissolution, liquidation or winding-up of the Partnership, whether voluntary or involuntary.

“Mirror Exchange Unit Parity Securities” means any partnership interest of BILP (including the BILP Exchange Units and the preferred units in the capital of BILP with terms designed to mirror the economic terms of the Existing Preferred Units (collectively, and together with the BILP Exchange Units, the “BILP Mirror Units”)) or the Partnership that pursuant to a written agreement with the Partnership ranks equally with the Class A preferred limited partnership units of BILP in the payment of distributions and in the distribution of assets upon the dissolution, liquidation or winding-up of BILP, whether voluntary or involuntary. As of the date of this prospectus supplement, 65,867,650 Mirror Exchange Unit Parity Securities were issued and outstanding by BILP, all of which were BILP Mirror Units in respect of the Existing Preferred Units.

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