BRH IV-B AGREEMENT TOTAL RETURN SWAP AGREEMENTTotal Return Swap Agreement • January 23rd, 2012 • Brookfield Retail Holdings LLC • Real estate • Delaware
THIS TOTAL RETURN SWAP AGREEMENT (this “Swap Agreement”), dated as of October 25, 2010, is by and among Brookfield US REP TRS LLC, a Delaware limited liability company (“Party A”) and Brookfield REP Investments IV-B LLC, a Delaware limited liability company (“Party B”, and together with Party A, the “Parties”) and, solely with respect to Section 8 hereof, Brookfield Asset Management Inc., an Ontario corporation (the “Guarantor”).
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • January 23rd, 2012 • Brookfield Retail Holdings LLC • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of [______] (the “Partnership”) is made and entered into [____], 2010, by and among Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership, as the general partner (the “General Partner”), and those persons who become limited partners of the Partnership in accordance with the provisions hereof and whose names are set forth as “Limited Partners” on the books and records of the Partnership.
STABLE LETTER AGREEMENT Effective as of March 31, 2010Stable 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 between Stable Investment Corporation (the “SIC Member” or “you”) 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 III LLC, a Delaware limited liability company (“REP III,” and REP or REP III, 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 SIC Member and REP (the “Original Side Letter”). This letter agreement is being entered in connection with your purchase of a limited liability company interest in, and your entering into (i) in the event of a Closing (as defined in the Restructuring Proposal), of that certain Amended and Restated Limited Liability Company of REP III dated as of October 25, 2010,
VOTING AGREEMENTVoting Agreement • January 23rd, 2012 • Brookfield Retail Holdings LLC • Real estate • Delaware
THIS VOTING AGREEMENT (this “Agreement”) dated as of October 25, 2010 is entered into by and among REP Investments LLC, a Delaware limited liability company (“REP”), Brookfield REP Investments II LLC, a Delaware limited liability company (“REP II”), Brookfield REP Investments III LLC, a Delaware limited liability company (“REP III”), Brookfield REP Investments IV-A LLC, a Delaware limited liability company (“REP IV-A”), Brookfield REP Investments IV-B LLC, a Delaware limited liability company (“REP IV-B”), Brookfield REP Investments IV-C LLC, a Delaware limited liability company (“REP IV-C”), Brookfield REP Investments IV-D LLC, a Delaware limited liability company (“REP IV-D”), Brookfield REP Investments V LP, a Delaware limited partnership (“REP V”, and collectively with REP, REP II, REP III, REP IV-A, REP IV-B, REP IV-C and REP IV-D, the “Consortium”, and each, a “Parallel Investment Vehicle”) and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Ma
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • January 23rd, 2012 • Brookfield Retail Holdings LLC • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of [______________] LLC (the “Company”) is made and entered into [_____], 2010, by and among Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership, as the managing member (the “Managing Member”), and those persons who become members of the Company in accordance with the provisions hereof and whose names are set forth as “Members” on the books and records of the Company.
JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2012 • Brookfield Retail Holdings LLC • Real estate
THIS JOINT FILING AGREEMENT is entered into as of January 23, 2012, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Rouse Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
FORM OF PROMISSORY NOTEBrookfield Retail Holdings LLC • March 12th, 2012 • Real estate • New York
Joint Filing AgreementJoint Filing Agreement • March 12th, 2012 • Brookfield Retail Holdings LLC • Real estate
THIS JOINT FILING AGREEMENT is entered into as of March 12, 2012, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Rouse Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
FUTURE FUND LETTER AGREEMENT Effective as of March 31, 2010Exhibit 9 • November 19th, 2010 • Brookfield Retail Holdings LLC • Real estate investment trusts • 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
PERFORMANCE GUARANTEE AGREEMENTPerformance Guarantee Agreement • January 19th, 2011 • Brookfield Retail Holdings LLC • Real estate investment trusts
This Performance Guarantee Agreement (“Guarantee”) is a continuing guarantee for all Obligations created or arising from the performance or non-performance by Brookfield under the terms of the Agreement before termination, whether any such Obligations may be known to Fairholme Fund before or at the time of termination, or discovered subsequent to termination and shall apply to such Obligations until otherwise performed in full. Termination shall occur on the earlier of (i) Fairholme Fund providing to BAM written notice that all Obligations have been performed by Brookfield or BAM; or (ii) any other date mutually agreeable to the parties and confirmed in writing. For greater certainty, the termination of this Guarantee shall not release Brookfield from any of its Obligations outstanding at the time of termination until such Obligations are performed in full, as may be required.
JOINT FILING AGREEMENTJoint Filing Agreement • November 19th, 2010 • Brookfield Retail Holdings LLC • Real estate investment trusts
THIS JOINT FILING AGREEMENT is entered into as of November 19, 2010, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
December 31, 2012Warrant Purchase Agreement • January 3rd, 2013 • Brookfield Retail Holdings LLC • Real estate investment trusts
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 14th, 2012 • Brookfield Retail Holdings LLC • Real estate investment trusts • New York
This Warrant Purchase Agreement dated as of November 9, 2012 (this “Agreement”), is made by and among the parties listed on Schedule I attached hereto (each, a “Brookfield Investor” and collectively, the “Brookfield Investors”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2011 • Brookfield Retail Holdings LLC • Real estate investment trusts
THIS JOINT FILING AGREEMENT is entered into as of January 27, 2011, by and among the parties hereto. The undersigned hereby agree that Amendment No. 3 to the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 19th, 2011 • Brookfield Retail Holdings LLC • Real estate investment trusts • Ontario
a company incorporated under the laws of Bermuda and an indirect wholly-owned subsidiary of Brookfield Asset Management Inc.
December 31, 2012Brookfield Retail Holdings LLC • January 3rd, 2013 • Real estate investment trusts
Reference is made to that certain Standstill Agreement, dated as of November 9, 2010 (the “Standstill Agreement”), by and among General Growth Properties, Inc. (the “Company”), Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-B LLC, Brookfield Retail Holdings IV-C LLC, Brookfield Retail Holdings IV-D LLC and Brookfield Retail Holdings V LP and certain other entities affiliated with Brookfield Asset Management Inc. (“BAM”) who have entered into joinders to the Standstill Agreement (collectively, the “Brookfield Investors”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Standstill Agreement.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 3rd, 2013 • Brookfield Retail Holdings LLC • Real estate investment trusts • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2012 (the “Signing Date”), by and among BW Purchaser, LLC (“Brookfield” or the “Purchaser”), and Pershing Square, L.P., a Delaware limited partnership (“PS LP”), Pershing Square II, L.P, a Delaware limited partnership (“PS II LP”), and Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, “PS Int’l” and, together with PS LP and PS II LP, collectively, the “Sellers”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 3rd, 2011 • Brookfield Retail Holdings LLC • Real estate investment trusts
THIS JOINT FILING AGREEMENT is entered into as of February 2, 2011, by and among the parties hereto. The undersigned hereby agree that Amendment No. 1 to the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of The Howard Hughes Corporation., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Form of Subscription AgreementSubscription Agreement • March 12th, 2012 • Brookfield Retail Holdings LLC • Real estate • Maryland
This Subscription Agreement (this “Agreement”) is dated as of March 8, 2012, by and between [______], a Maryland corporation (the “Corporation”), and [____________], a [_______________] company (the “Subscriber”).
Form of Loan AgreementForm of Loan Agreement • March 12th, 2012 • Brookfield Retail Holdings LLC • Real estate • New York
This Loan Agreement (this “Agreement”) is dated as of March 8, 2012 by and between Brookfield Retail Holdings R 1 Inc., a Maryland corporation, having an office at c/o Brookfield Global Real Estate, Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York, 10281-1021, as borrower (the “Borrower”), and [_____________], a [_____________] company, having an address at c/o Brookfield Global Real Estate, Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York, 10281-1021, as lender (the “Lender”).
Joint Filing AgreementJoint Filing Agreement • January 3rd, 2013 • Brookfield Retail Holdings LLC • Real estate investment trusts
THIS JOINT FILING AGREEMENT is entered into as of January 2, 2013, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
