INDENTURE Dated as of December 14, 2012 Among BROOKFIELD RESIDENTIAL PROPERTIES INC. THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 6.500% SENIOR NOTES DUE 2020Indenture • December 14th, 2012 • Brookfield Residential Properties Inc. • General bldg contractors - residential bldgs • New York
INDENTURE, dated as of December 14, 2012, among Brookfield Residential Properties Inc., an Ontario corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, and Wells Fargo Bank, National Association, as the Trustee.
Brookfield Residential Properties Inc. 8,000,000 Shares Plus an option to purchase from the Company, up to 1,200,000 additional Shares to cover over- allotments Common Stock (No par value) Underwriting AgreementBrookfield Residential Properties Inc. • November 15th, 2012 • General bldg contractors - residential bldgs • New York
Brookfield Residential Properties Inc., a corporation organized under the laws of Ontario (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, no par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter
INDENTURE Dated as of June 25, 2013 Among BROOKFIELD RESIDENTIAL PROPERTIES INC. BROOKFIELD RESIDENTIAL US CORPORATION THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 6.125% SENIOR...Indenture • June 25th, 2013 • Brookfield Residential Properties Inc. • General bldg contractors - residential bldgs • New York
INDENTURE, dated as of June 25, 2013, among Brookfield Residential Properties Inc., an Ontario corporation (the “Company”), Brookfield Residential US Corporation, a Delaware corporation (the “U.S. Co-Issuer” and, together with the Company, the “Issuers”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, and Wells Fargo Bank, National Association, as the Trustee.
ARRANGEMENT AGREEMENT BETWEEN BROOKFIELD ASSET MANAGEMENT INC. -AND- 1927726 ONTARIO INC. -AND- BROOKFIELD RESIDENTIAL PROPERTIES INC. December 23, 2014Arrangement Agreement • December 24th, 2014 • Brookfield Residential Properties Inc. • General bldg contractors - residential bldgs • Ontario
WHEREAS the Purchaser wishes to acquire all of the issued and outstanding common shares of the Corporation not already owned by the Purchaser and its affiliates by way of an Arrangement under the provisions of the Business Corporations Act (Ontario) (the “OBCA”);
AMENDING AGREEMENT THIS AMENDING AGREEMENT made as of the 9th day of February, 2015.Amending Agreement • February 11th, 2015 • Brookfield Residential Properties Inc. • General bldg contractors - residential bldgs • Ontario
WHEREAS Brookfield, the Purchaser and the Corporation entered into an arrangement agreement (the “Arrangement Agreement”) dated December 23, 2014 pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Corporation not already owned by Brookfield and its affiliates by way of a plan of arrangement (the “Plan of Arrangement”) under the provisions of the Business Corporations Act (Ontario);
Brookfield Residential Properties Inc. Brookfield Residential US Corporation Purchase AgreementBrookfield Residential Properties Inc. • June 25th, 2013 • General bldg contractors - residential bldgs • New York
Brookfield Residential Properties Inc., a corporation organized under the laws of the Province of Ontario (the “Company”), together with its wholly-owned subsidiary, Brookfield Residential US Corporation, a corporation organized under the laws of the State of Delaware, as co-issuer (the “U.S. Co-Issuer” and, together with the Company, the “Issuers”), proposes to issue and sell to the several initial purchasers named in Schedule I hereto (the “Purchasers”), for whom you (the “Representative”) are acting as representative, U.S.$500,000,000 principal amount of its 6.125% Senior Notes Due 2022 (“Securities”) to be issued under an indenture, dated as of the Closing Date (the “Indenture”), among the Issuers, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. The Securities will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule II hereto (the “Guarantors” and, such guarantees, the “Guarantees”). To
RIGHTS AGENCY AND CUSTODIAN AGREEMENTRights Agency and Custodian Agreement • May 9th, 2011 • Brookfield Residential Properties Inc. • General bldg contractors - residential bldgs • Ontario
BROOKFIELD PROPERTIES CORPORATION, a corporation incorporated under the laws of Canada, (hereinafter called the “Brookfield Office Properties”)
RIGHTS AGENCY AND CUSTODIAN AGREEMENTRights Agency and Custodian Agreement • April 5th, 2011 • Brookfield Residential Properties Inc. • General bldg contractors - residential bldgs • Ontario
BROOKFIELD PROPERTIES CORPORATION, a corporation incorporated under the laws of Canada, (hereinafter called the “Brookfield Office Properties”)
CREDIT AGREEMENT dated as of August 2, 2013 Among BROOKFIELD RESIDENTIAL US CORPORATION, as Borrower BROOKFIELD RESIDENTIAL PROPERTIES INC., as Holdings THE LENDERS PARTY HERETO, as Lenders and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as...Security Agreement • March 27th, 2014 • Brookfield Residential Properties Inc. • General bldg contractors - residential bldgs • New York
This CREDIT AGREEMENT is dated as of August 2, 2013 and entered into by and among BROOKFIELD RESIDENTIAL US CORPORATION, a Delaware corporation (the “Borrower”), as borrower, BROOKFIELD RESIDENTIAL PROPERTIES INC., a company organized under the laws of the Province of Ontario, Canada (“Holdings”), EACH LENDER FROM TIME TO TIME PARTY HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, together with its successors and assigns, the “Collateral Agent”).
