BRH IV-C AGREEMENT TOTAL RETURN SWAP AGREEMENTTotal Return Swap Agreement • November 19th, 2010 • Brookfield Retail Holdings LLC • Real estate investment trusts • 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-C LLC, a Delaware limited liability comp any (“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”).
FUTURE FUND LETTER AGREEMENT Effective as of March 31, 2010Future Fund Letter Agreement • 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
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.
