BROOKFIELD PROPERTY PARTNERS L.P. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Exhibit 99.1
BROOKFIELD PROPERTY PARTNERS L.P.
FIRST AMENDMENT TO THE
THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
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.
WHEREAS, the undersigned desire to amend the Agreement, with respect to the definitions of Management Fee and New LP Preferred Units under the Agreement, as set out herein;
NOW THEREFORE,
1. | Amendments to Article 1 |
(a) | Section 1.1.41 is hereby deleted in its entirety and replaced with the following: | |
“Management Fee” means, with respect to any Quarter, an amount equal to 0.2625% of the sum of the following amounts, if any, each of which shall be calculated by the BPY General Partner, acting reasonably, as of the last day of the Quarter immediately preceding such Quarter: (i) the Equity Attributable to Core Assets and (ii) the carrying value of the Outstanding non-voting common shares of CanHoldco; |
(b) | Section 1.1.42 is hereby deleted in its entirety and replaced with the following: | |
Intentionally Deleted; |
2. | The amendments contained herein to Sections 1.1.41 and 1.1.42 will apply commencing October 1, 2021. | |
3. | This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. | |
4. | Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect. | |
5. | This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement. |
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of February 2, 2022.
BROOKFIELD ASSET MANAGEMENT INC. | ||||
By: | “Xxxxx Xxxxxxx” | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Senior Vice-President, Legal & Regulatory |
BROOKFIELD PROPERTY PARTNERS L.P., | ||||
By: | BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner |
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By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BROOKFIELD PROPERTY L.P. | ||||
By: | BROOKFIELD PROPERTY PARTNERS L.P., its managing general partner |
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By: | BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner |
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By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
[First Amendment to Amended and Restated Master Services Agreement]
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED | ||||
By: | “Xxxxxxxx Xxxxx” | |||
Name: | Xxxxxxxx Xxxxx |
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Title: | Director |
BROOKFIELD PROPERTY GROUP LLC | ||||
By: | “Xxxxx Xxx” | |||
Name: | Xxxxx Xxx |
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Title: | Managing Partner |
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC | ||||
By: | “Xxxxx Xxx” | |||
Name: | Xxxxx Xxx |
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Title: | Managing Partner |
BPG HOLDINGS GROUP INC. | ||||
By: | “Xxxxxxxxxxx Xxxx” | |||
Name: | Xxxxxxxxxxx Xxxx |
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Title: | Vice President |
Brookfield International holdings Inc. | ||||
By: | “Xxxxx-Xxx Xxxx” | |||
Name: | Xxxxx-Xxx Xxxx |
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Title: | Corporate Secretary |
[First Amendment to Amended and Restated Master Services Agreement]
Brookfield BERMUDA LTD. | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
Brookfield Private Capital (DIFC) Limited | ||||
By: | “Xxxxx Xxxxxxx” | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Director |
Brookfield Property Group Australia Pty Ltd. in accordance with section 127 of the Corporations Xxx 0000 (Cth) | ||||
By: | “Xxxxxxxx Xxxxxxx-Xxxxx and Xxxxx Xxxxxx” | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Secretary |
Brookfield PROPERTIES RETAIL HOLDING LLC | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
[First Amendment to Amended and Restated Master Services Agreement]
BPR OP, LP | ||||
By: | BPR REAL ESTATE HOLDING II LLC, its general partner |
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By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BROOKFIELD BPY HOLDINGS INC. | ||||
By: | “Xxxxxxxx Xxxx” | |||
Name: | Xxxxxxxx Xxxx | |||
Title: | Assistant Secretary |
BPY BERMUDA HOLDINGS LIMITED | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BPY BERMUDA HOLDINGS II LIMITED | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BROOKFIELD BPY PROPERTY HOLDINGS I LLC | ||||
By: | “Xxxxxxxx X. Xxxxxxxx” | |||
Name: | Xxxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Secretary |
[First Amendment to Amended and Restated Master Services Agreement]
BROOKFIELD BPY PROPERTY HOLDINGS III LLC | ||||
By: | “Xxxxxxxx X. Xxxxxxxx” | |||
Name: | Xxxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Secretary |
BROOKFIELD BPY RETAIL HOLDINGS I LLC | ||||
By: | “Xxxxxxxx X. Xxxxxxxx” | |||
Name: | Xxxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Secretary |
BPY BERMUDA HOLDINGS III LIMITED | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BROOKFIELD BPY RETAIL HOLDINGS II LLC INC. | ||||
By: | “Xxxxxxxx Xxxx” | |||
Name: | Xxxxxxxx Xxxx | |||
Title: | Associate Corporate Counsel |
BOP (GERMANY) HOLDINGS LTD. | ||||
By: | “Xxxxx Xxxx” | |||
Name: | Xxxxx Xxxx | |||
Title: | Senior Vice President |
[First Amendment to Amended and Restated Master Services Agreement]
BROOKFIELD OFFICE PROPERTIES INC. | ||||
By: | “Xxxxxxxx Xxxx” | |||
Name: | Xxxxxxxx Xxxx | |||
Title: | Associate Corporate Counsel |
BROOKFIELD PROPERTY SPLIT CORP. | ||||
By: | “Xxxxxxxx Xxxx” | |||
Name: | Xxxxxxxx Xxxx | |||
Title: | Associate Corporate Counsel |
BP US REIT LLC | ||||
By: | “Xxxxxxxx X. Xxxxxxxx” | |||
Name: | Xxxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President and Secretary |
BOP (USD) LTD. | ||||
By: | “Xxxxx Xxxx” | |||
Name: | Xxxxx Xxxx | |||
Title: | Senior Vice President |
BOP (EUROPE) HOLDINGS LTD. | ||||
By: | “Xxxxx Xxxx” | |||
Name: | Xxxxx Xxxx | |||
Title: | Senior Vice President |
[First Amendment to Amended and Restated Master Services Agreement]
BOPA HOLDINGS LTD. | ||||
By: | “Xxxxx Xxxx” | |||
Name: | Xxxxx Xxxx | |||
Title: | Senior Vice President |
BPY BERMUDA HOLDINGS IV LIMITED | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BPY BERMUDA HOLDINGS V LIMITED | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BPY BERMUDA HOLDINGS VI LIMITED | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
BPY BERMUDA HOLDINGS VII LIMITED | ||||
By: | “Xxxx Xxxxxx” | |||
Name: | Xxxx Xxxxxx | |||
Title: | Secretary |
[First Amendment to Amended and Restated Master Services Agreement]
BPR HOLDING REIT I LLC | ||||
By: | “Xxxxxxxx X. Xxxxxxxx” | |||
Name: | Xxxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
BPR HOLDING REIT II LLC, by its Managing Member | ||||
BROOKFIELD PROPERTIES SUBCO LLC | ||||
By: | “Xxxxxxxx X. Xxxxxxxx” | |||
Name: | Xxxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
BROOKFIELD PROPERTIES (CANADA) INC. | ||||
By: | “Xxxxx Xxxx” | |||
Name: | Xxxxx Xxxx | |||
Title: | Senior Vice President, Taxation |
BROOKFIELD BPY HOLDINGS (AUSTRALIA) ULC | ||||
By: | “Xxxxxxxx Xxxx” | |||
Name: | Xxxxxxxx Xxxx | |||
Title: | Assistant Secretary |
BOP AUSTRALIA PTY LTD, as trustee for and on behalf of BOPA TRUST in accordance with section 127 of the Corporations Xxx 0000 (Cth) | ||||
By: | “Xxxxxxxx Xxxxxxx-Xxxxx and Xxxxx Xxxxxx” | |||
Name: | Xxxxxxxx Xxxxxxx-Xxxxx and Xxxxx Xxxxxx | |||
Title: | Director and Secretary |
BROOKFIELD PROPERTY PARTNERS (AUSTRALIA) PTY LIMITED, as trustee for and on behalf of BROOKFIELD BPY TRUST (AUSTRALIA) in accordance with section 127 of the Corporations Xxx 0000 (Cth) | ||||
By: | “Xxxxxxxx Xxxxxxx-Xxxxx and Xxxxx Xxxxxx” | |||
Name: | Xxxxxxxx Xxxxxxx-Xxxxx and Xxxxx Xxxxxx | |||
Title: | Director and Secretary |
[First Amendment to Amended and Restated Master Services Agreement]