BROOKFIELD PROPERTY PARTNERS L.P. SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Exhibit 99.2
BROOKFIELD PROPERTY PARTNERS L.P.
SECOND 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 Corporation (formerly known as Brookfield Asset Management Inc.), inter alias, is dated August 11, 2023. 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 definition of Management Fee under the Agreement, as set out herein;
NOW THEREFORE,
1. | Amendment to Article 1 |
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 the sum of (a) 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 and (b) any fees payable, which have not already been paid, by any member of the BPY Group in respect of such Quarter in connection with the commitment by the BPY Group to private real estate funds of any member of the Service Provider Group (or any Affiliate thereof) but for the election by the BPY Group for such fees to be added to the Management Fee, excluding any accrued fees that have not become due and payable (for greater certainty, such excluded accrued fees may include fees that are not yet subject to a capital call by the applicable private real estate fund), without duplication of the payment of any such fees;
2. | The amendment contained herein to Sections 1.1.41 will apply commencing January 1, 2023. |
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 August 11, 2023.
BROOKFIELD CORPORATION | ||||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: Xxxxx Xxxxxxx Title: Managing Director, Legal & Regulatory |
BROOKFIELD PROPERTY PARTNERS L.P., | ||||
By: | BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner | |||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BROOKFIELD PROPERTY L.P. | ||||
By: | BROOKFIELD PROPERTY PARTNERS L.P., its managing general partner | |||
By: | BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner | |||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
[Second Amendment to Amended and Restated Master Services Agreement]
Brookfield Global Property Advisor Limited | ||||
By: | /s/ Xxxxxxxx Xxxxx | |||
Name: Xxxxxxxx Xxxxx Title: Director |
BROOKFIELD PROPERTY GROUP LLC | ||||
By: | /s/ Xxxxx Xxx | |||
Name: Xxxxx Xxx Title: Managing Partner |
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC | ||||
By: | /s/ Xxxxx Xxx | |||
Name: Xxxxx Xxx Title: Managing Partner |
BROOKFIELD PROPERTY GROUP (CANADA) L.P., | ||||
By: | BPG MANAGER HOLDINGS GP ULC, its general partner | |||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
[Second Amendment to Amended and Restated Master Services Agreement]
Brookfield Asset Management Services Srl | ||||
By: | /s/ Xxxxxxx XxXxxxxx | |||
Name: Xxxxxxx XxXxxxxx Title: Manager |
Brookfield Private Capital (DIFC) Limited | ||||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: Xxxxx Xxxxxxx Title: Director |
Brookfield Property Group Australia Pty Ltd. | ||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: Xxxxx Xxxxxx Title: Secretary |
BROOKFIELD PROPERTIES RETAIL HOLDING LLC | ||||
By: | /s/ Xxxxx Xxx | |||
Name: Xxxxx Xxx Title: Senior Vice President and Secretary |
[Second Amendment to Amended and Restated Master Services Agreement]
BPR OP, LP | ||||
By: | BPR REAL ESTATE HOLDING II, LLC, its general partner | |||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BROOKFIELD BPY HOLDINGS INC. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Assistant Secretary |
BPY BERMUDA HOLDINGS LIMITED | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BPY BERMUDA HOLDINGS II LIMITED | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BROOKFIELD BPY PROPERTY HOLDINGS I LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Secretary |
[Second Amendment to Amended and Restated Master Services Agreement]
BROOKFIELD BPY PROPERTY HOLDINGS III LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President and Secretary |
BROOKFIELD BPY RETAIL HOLDINGS I LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President |
BPY BERMUDA HOLDINGS III LIMITED | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BROOKFIELD BPY RETAIL HOLDINGS II INC. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Assistant Secretary |
BOP (GERMANY) HOLDINGS LTD. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
[Second Amendment to Amended and Restated Master Services Agreement]
BROOKFIELD OFFICE PROPERTIES INC. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
BROOKFIELD PROPERTY SPLIT CORP. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
BP US REIT LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President |
BOP (USD) LTD. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
BOP (EUROPE) HOLDINGS LTD. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
[Second Amendment to Amended and Restated Master Services Agreement]
BOPA HOLDINGS LTD. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
BPY BERMUDA HOLDINGS IV LIMITED | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BPY BERMUDA HOLDINGS V LIMITED | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BPY BERMUDA HOLDINGS VI LIMITED | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
BPY BERMUDA HOLDINGS VII LIMITED | ||||
By: | /s/ Xxxx Xxxxxx | |||
Name: Xxxx Xxxxxx Title: Secretary |
[Second Amendment to Amended and Restated Master Services Agreement]
BPR HOLDING REIT I LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President |
BPY HOLDING REIT II LLC | ||||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President |
BROOKFIELD PROPERTIES (CANADA) INC. | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Vice President |
BROOKFIELD BPY HOLDINGS (AUSTRALIA) ULC | ||||
By: | /s/ Xxxxxxxx Xxxx | |||
Name: Xxxxxxxx Xxxx Title: Assistant Secretary |
BOP AUSTRALIA PTY LTD, as trustee for and on behalf of BOPA TRUST | ||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: Xxxxx Xxxxxx Title: Secretary |
[Second Amendment to Amended and Restated Master Services Agreement]
BROOKFIELD PROPERTY PARTNERS (AUSTRALIA) PTY LIMITED, as trustee for and on behalf of BROOKFIELD BPY TRUST (AUSTRALIA) | ||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: Xxxxx Xxxxxx Title: Secretary |
[Second Amendment to Amended and Restated Master Services Agreement]