BRH IV-B 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-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 LIMITED PARTNERSHIP AGREEMENT LIMITED PARTNERSHIP AGREEMENT OF A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • November 19th, 2010 • Brookfield Retail Holdings LLC • Real estate investment trusts • Delaware
THIS 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 • 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 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 • November 19th, 2010 • Brookfield Retail Holdings LLC • Real estate investment trusts • 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 LIMITED LIABILITY COMPANY AGREEMENT LIMITED LIABILITY COMPANY AGREEMENT OF A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • November 19th, 2010 • Brookfield Retail Holdings LLC • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of [_________________] LLC (the “Company”) is made and entered into October __, 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.
