RE: Proposal of Brookfield Asset Management Inc. (“Brookfield”)
Execution Copy
February 24, 2010
Xx. Xxxxxxx X. Xxxxxx
c/x Xxxxxxxx Square Capital Management, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/x Xxxxxxxx Square Capital Management, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: Proposal of Brookfield Asset Management Inc. (“Brookfield”)
Dear Xxxx:
We appreciate your agreement to provide Brookfield with the letter agreement they required as a
condition to making the proposal they are making today. In consideration for your agreement, we
hereby amend paragraph 3(b) of our letter agreement, dated June 5, 2009 (the “Letter Agreement”),
to read as follows: “(b) seek to ensure that your and their public statements regarding GGP, its
management, the Board or any possible restructuring or alternative transaction involving GGP or any
of its direct or indirect subsidiaries are coordinated in advance with GGP”.
| Very truly yours, /s/ Xxxx Xxxx |
||||
| Xxxx Xxxx | ||||
AGREED
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
On his own behalf, and on behalf of
Pershing Square (as defined in the Letter Agreement)
Xxxxxxx X. Xxxxxx
On his own behalf, and on behalf of
Pershing Square (as defined in the Letter Agreement)
