FUTURE FUND LETTER AGREEMENT Effective as of March 31, 2010Future Fund Letter Agreement • January 23rd, 2012 • Brookfield Retail Holdings LLC • Real estate • Delaware
This amended and restated letter agreement, dated as of October 25, 2010 and effective as of March 31, 2010, is being entered into and delivered by and among The Northern Trust Company (the “Future Fund Member”) only in its capacity as custodian for the Future Fund Board of Guardians (the “Beneficial Member”) and REP Investments LLC, a Delaware limited liability company (“REP”) and, in the event of a Closing (as defined in the Restructuring Proposal), Brookfield REP Investments II LLC, a Delaware limited liability company (“REP II”, and REP or REP II, as applicable, the “Company”) in order to amend and restate in its entirety that certain letter agreement dated as of March 31, 2010 entered into by and between the Future Fund Member, in its capacity as the custodian for the Beneficial Member and REP (the “Original Side Letter”) for the purpose of granting, effective as of March 31, 2010, additional rights to the Future Fund Member pursuant to paragraph 2 below. This letter agreement is
