0001104659-19-046608 Sample Contracts

Brookfield Property Partners L.P. Underwriting Agreement
Underwriting Agreement • August 20th, 2019 • Brookfield Property Partners L.P. • Real estate • New York

Brookfield Property Partners L.P., a Bermuda exempted limited partnership (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 of 6.375% Class A Cumulative Redeemable Perpetual Preferred Units, Series 2 of the Company (the “Units”), representing preferred limited partner interests in the Company with a liquidation preference of $25.00 (the “Series 2 Preferred Units”).

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BROOKFIELD PROPERTY PARTNERS L.P. THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Brookfield Property Partners L.P. • August 20th, 2019 • Real estate

THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. (the “Partnership”), dated as of August 8, 2013, as amended by a First Amendment, dated as of November 5, 2015, as amended by a Second Amendment, dated as of March 21, 2019, to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Agreement”) is made as of the 20th day of August, 2019, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

BROOKFIELD PROPERTY L.P. THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Brookfield Property Partners L.P. • August 20th, 2019 • Real estate

THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. (the “Partnership”), dated as of February 20, 2019, as amended by a First Amendment dated as of March 21, 2019, and as amended by a Second Amendment dated as of April 28, 2019 (as amended, the “Agreement”), is made as of the 20th day of August, 2019, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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