BROOKFIELD PROPERTY PARTNERS LIMITED - and – EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD PROPERTY PARTNERS L.P. August 8, 2013Agreement • August 8th, 2013 • Brookfield Property Partners L.P. • Real estate
THIS AGREEMENT is made as of the 8th day of August, 2013 among BROOKFIELD PROPERTY PARTNERS LIMITED (the “General Partner”), an exempted limited company existing under the laws of Bermuda, as the General Partner, BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario (the “Initial Limited Partner”), BROOKFIELD US CORPORATION, a corporation existing under the laws of the State of Delaware, as a limited partner, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - BROOKFIELD GLOBAL MANAGEMENT LIMITED - and - each of the Holding Entities that has executed this Agreement on Schedule A hereto AMENDED...Master Services Agreement • August 8th, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
BROOKFIELD PROPERTY SPECIAL L.P. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD ASSET MANAGEMENT INC. - and - BPY I L.P. - and - BPY II L.P. - and - BROOKFIELD US CORPORATION - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A...Agreement • August 8th, 2013 • Brookfield Property Partners L.P. • Real estate
THIS AGREEMENT is made as of the 8th day of August, 2013 among BROOKFIELD PROPERTY PARTNERS L.P. (the “Managing General Partner” or “BPY”), an exempted limited partnership existing under the laws of Bermuda, as the Managing General Partner, BROOKFIELD PROPERTY SPECIAL L.P., an exempted limited partnership existing under the laws of Bermuda, BROOKFIELD ASSET MANAGEMENT INC. (“Brookfield”), a corporation existing under the laws of the Province of Ontario, BPY I L.P., a limited partnership existing under the laws of the Province of Manitoba, BPY II L.P., a limited partnership existing under the laws of the Province of Manitoba, and BROOKFIELD US CORPORATION, a corporation existing under the laws of the State of Delaware, as Limited Partners, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.
BROOKFIELD PROPERTY GP L.P. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD PROPERTY L.P. April...Agreement • April 16th, 2013 • Brookfield Property Partners L.P. • Real estate
THIS AGREEMENT is made as of the 10th day of April, 2013 among BROOKFIELD PROPERTY GP L.P. (the “General Partner”), an exempted limited partnership existing under the laws of Bermuda, as the General Partner, BROOKFIELD PROPERTY PARTNERS L.P. (the “Initial Limited Partner” or “BPY”), an exempted limited partnership existing under the laws of Bermuda, as a limited partner, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among BROOKFIELD PROPERTY PARTNERS L.P., GOLDFINCH MERGER SUB CORP., and GGP INC. Dated as of March 26, 2018Agreement and Plan of Merger • March 29th, 2018 • Brookfield Property Partners L.P. • Real estate • Delaware
The Applicable Margin for each Base Rate Unit shall be determined by reference to the Loan-to-Value Ratio in effect from time to time and the Applicable Margin for each LIBOR Unit shall be determined by reference to the Loan-to-Value Ratio in effect on the first day of such distribution period.
REDEMPTION AGREEMENT BETWEEN BROOKFIELD PROPERTY PARTNERS L.P. -AND- BROOKFIELD CANADA OFFICE PROPERTIESRedemption Agreement • April 25th, 2017 • Brookfield Property Partners L.P. • Real estate • Ontario
BROOKFIELD PROPERTY PARTNERS L.P., a limited partnership existing under the laws of Bermuda, (hereinafter referred to as “BPY”)
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - BROOKFIELD GLOBAL MANAGEMENT LIMITED - and - each of the Holding Entities that has executed this Agreement on Schedule A hereto FORM OF...Relationship Agreement • February 1st, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario
WHEREAS members of the BPY Group (as defined below) directly or indirectly hold interests in Commercial Property (as defined below) and will directly or indirectly acquire, from time to time, interests in other Commercial Property;
FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • July 26th, 2021 • Brookfield Property Partners L.P. • Real estate
THIS AMENDMENT (the “Amendment”) to the Limited Partnership Agreement of Brookfield Property Preferred L.P. (the “Partnership”), dated as of April 13, 2021 (the “Agreement”) is made as of the 26th day of July, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD ASSET MANAGEMENT INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent RIGHTS AGREEMENT Dated as of April 27, 2018Rights Agreement • May 2nd, 2018 • Brookfield Property Partners L.P. • Real estate • Delaware
This Rights Agreement (this “Agreement”) is dated as of April 27, 2018 between Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (“BAM”), and Wilmington Trust, National Association (the “Rights Agent”).
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - Brookfield Global Property Advisor Limited - and - BROOKFIELD PROPERTY GROUP LLC - and - BROOKFIELD ASSET MANAGEMENT PRIVATE...Master Services Agreement • August 30th, 2021 • Brookfield Property Partners L.P. • Real estate • Ontario
BROOKFIELD PROPERTY GROUP LLC (the “US Service Provider”), a limited liability company formed under the laws of the State of Delaware
Brookfield Property Partners L.P. Underwriting AgreementUnderwriting Agreement • February 18th, 2020 • Brookfield Property Partners L.P. • Real estate • New York
The Units are to be issued pursuant to a fourth amendment (the “BPY LPA Amendment”) to be dated February 18, 2020, to the Second Amended and Restated Limited Partnership Agreement of the Company by and among Brookfield Property Partners Limited, a Bermuda exempted
BROOKFIELD PROPERTY PARTNERS L.P. SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • April 5th, 2021 • Brookfield Property Partners L.P. • Real estate
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, as amended by a Third Amendment, dated as of August 20, 2019, as amended by a Fourth Amendment, dated as of February 18, 2020, as amended by a Fifth Amendment dated as of April 21, 2020, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 31st day of March, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. REGISTRATION RIGHTS AGREEMENT April 10, 2013Registration Rights Agreement • April 16th, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario
WHEREAS, BPY desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Units (as defined herein) on the terms and subject to the conditions set forth herein.
AMENDMENT TO THE FIRST SUPPLEMENTAL INDENTUREThe First Supplemental Indenture • November 27th, 2018 • Brookfield Property Partners L.P. • Real estate
WHEREAS the Issuer entered into an indenture (the “Indenture”) dated as of July 3, 2018 which provided for the issuance of one or more Series of unsecured notes of the Issuer by way of Supplemental Indentures;
BROOKFIELD PROPERTY PARTNERS L.P. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • February 11th, 2022 • Brookfield Property Partners L.P. • Real estate • Ontario
THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Master Services Agreement dated as of August 3, 2021 (the “Agreement”) between Brookfield Property Partners L.P. (the “Partnership”) and Brookfield Asset Management Inc., inter alias, is dated February 2, 2022. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD PROPERTY L.P. FIFTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Property Partners L.P. • May 11th, 2020 • Real estate
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019 and as amended by a Fourth Amendment dated as of February 18, 2020 (as amended, the “Agreement”), is made as of the 21st day of April, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD PROPERTY PARTNERS L.P. FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 17th, 2016 • Brookfield Property Partners L.P. • Real estate
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement dated August 8, 2013 (the “Agreement”) of Brookfield Property Partners L.P. (the “Partnership”), is dated November 5, 2015. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
Dated: as of 3 January 2012Limited Partnership Agreement • June 12th, 2012 • Brookfield Property Partners L.P. • Real estate
BROOKFIELD PROPERTY PARTNERS L.P. FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTPartnership Agreement • February 18th, 2020 • Brookfield Property Partners L.P. • Real estate
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, as amended by a Third Amendment, dated as of August 20, 2019, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 18th day of February, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY GENERAL PARTNER LIMITED - and - BROOKFIELD PROPERTY PARTNERS L.P. FORM OF VOTING AGREEMENT n, 2012Voting Agreement • June 12th, 2012 • Brookfield Property Partners L.P. • Real estate • Ontario
WHEREAS Brookfield, a corporation existing under the laws of the Province of Ontario, owns 100% of the common shares (the “Common Shares”) of the Property General Partner, a corporation existing under the laws of Bermuda;
BROOKFIELD PROPERTY PARTNERS L.P. FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Property Partners L.P. • May 11th, 2020 • Real estate
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, as amended by a Third Amendment, dated as of August 20, 2019, as amended by a Fourth Amendment, dated as of February 18, 2020, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 21st day of April, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
Brookfield Property Partners L.P. Underwriting AgreementBrookfield Property Partners L.P. • March 21st, 2019 • Real estate • New York
Brookfield Property Partners L.P., a Bermuda exempted limited partnership (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,400,000 of 6.50% Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 of the Company (the “Underwritten Units”), representing preferred limited partner interests in the Company with a liquidation preference of $25.00 (the “Series 1 Preferred Units”), and, at the option of the Underwriters, up to an additional 960,000 of 6.50% Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - BROOKFIELD GLOBAL MANAGEMENT LIMITED - and - each of the Holding Entities that has executed this Agreement on Schedule A hereto...Relationship Agreement • April 16th, 2013 • Brookfield Property Partners L.P. • Real estate • Ontario
WHEREAS members of the BPY Group (as defined below) directly or indirectly hold interests in Commercial Property (as defined below) and will directly or indirectly acquire, from time to time, interests in other Commercial Property;
BROOKFIELD PROPERTY PARTNERS L.P. THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Property Partners L.P. • August 20th, 2019 • Real estate
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 20th day of August, 2019, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD PROPERTY FINANCE ULC, IssuerBrookfield Property Partners L.P. • July 3rd, 2018 • Real estate • Ontario
INDENTURE, dated as of July 3, 2018 between Brookfield Property Finance ULC having its principal office at 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario, Canada M5J 2T3, as the Issuer, and Computershare Trust Company of Canada, as Trustee. The Issuer is a wholly-owned indirect Subsidiary (as defined herein) of Brookfield Property L.P.
RE: BROOKFIELD PROPERTY L.P. FV LTIP UNIT PLAN — AWARD AGREEMENTBrookfield Property Partners L.P. • February 20th, 2019 • Real estate
This letter serves as confirmation of your participation in the Brookfield Property L.P. FV LTIP Unit Plan (the “Plan”). Words defined in the Plan and not otherwise defined herein shall have the meaning assigned to them in the Plan.
GUARANTEE AGREEMENT BETWEEN BROOKFIELD PROPERTY PARTNERS L.P. AND QATAR INVESTMENT AUTHORITY December 4, 2014Guarantee Agreement • December 4th, 2014 • Brookfield Property Partners L.P. • Real estate • New York
QATAR INVESTMENT AUTHORITY, an independent arm of the Qatari government established by State of Qatar Emiri Decision No (22) of 2005 (“QIA”)
BROOKFIELD PROPERTY L.P. FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Property Partners L.P. • March 21st, 2019 • Real estate
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement dated as of February 20, 2019 (the “Agreement”) of Brookfield Property L.P. (the “Partnership”) is made as of the 21st day of March, 2019, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 8th, 2024 • Brookfield Property Partners L.P. • Real estate
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
BROOKFIELD PROPERTY L.P. EIGHTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Property Partners L.P. • October 23rd, 2023 • Real estate
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019, as amended by a Fourth Amendment dated as of February 18, 2020, as amended by a Fifth Amendment dated as of April 21, 2020, as amended by a Sixth Amendment dated as of July 26, 2021 and as amended by a Seventh Amendment dated as of August 3, 2021 (as amended, the “Agreement”), is made as of the 20th day of October, 2023, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
AMENDING AGREEMENTAmending Agreement • June 2nd, 2021 • Brookfield Property Partners L.P. • Real estate
BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of Ontario, (hereinafter referred to as “BAM” or the “Purchaser”)
BROOKFIELD PROPERTY L.P. FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • December 4th, 2014 • Brookfield Property Partners L.P. • Real estate
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement dated as of August 8, 2013 (the “Agreement”) of Brookfield Property L.P. (the “Partnership”) is made as of the 4th day of December, 2014, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD PROPERTY L.P. FOURTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • February 18th, 2020 • Brookfield Property Partners L.P. • Real estate
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019 and as amended by a Third Amendment dated as of August 20, 2019 (as amended, the “Agreement”), is made as of the 18th day of February, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD PROPERTY L.P. SIXTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Property Partners L.P. • July 27th, 2021 • Real estate
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, as amended by a Second Amendment dated as of April 28, 2019, as amended by a Third Amendment dated as of August 20, 2019, as amended by a Fourth Amendment dated as of February 18, 2020 and as amended by a Fifth Amendment dated as of April 21, 2020 (as amended, the “Agreement”), is made as of the 26th day of July, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
GUARANTEEGuarantee • July 3rd, 2018 • Brookfield Property Partners L.P. • Real estate • Ontario
(each, a “Guarantor” and, collectively with each other Person who agrees to be bound as a Guarantor hereunder, the “Guarantors”)
