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.

 

[Remainder of this page left blank intentionally.]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of February 2, 2022.

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	“▇▇▇▇▇ ▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Senior Vice-President, Legal & Regulatory

 

	BROOKFIELD PROPERTY PARTNERS L.P.,
	By:	BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		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:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

  

 

	BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:	Director

 

	BROOKFIELD PROPERTY GROUP LLC
	By:	“▇▇▇▇▇ ▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇
		Title:	Managing Partner

 

	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC
	By:	“▇▇▇▇▇ ▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇
		Title:	Managing Partner

 

	BPG HOLDINGS GROUP INC.
	By:	“▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Vice President

 

	Brookfield International holdings Inc.
	By:	“▇▇▇▇▇-▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇-▇▇▇ ▇▇▇▇
		Title:	Corporate Secretary

 

 

	Brookfield BERMUDA LTD.
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	Brookfield Private Capital (DIFC) Limited
	By:	“▇▇▇▇▇ ▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Director

 

	Brookfield Property Group Australia Pty Ltd. in accordance with section 127 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	Brookfield PROPERTIES RETAIL HOLDING LLC
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

 

	BPR OP, LP
	By:	BPR REAL ESTATE HOLDING II LLC, its general partner
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	BROOKFIELD BPY HOLDINGS INC.
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Assistant Secretary

 

	BPY BERMUDA HOLDINGS LIMITED
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	BPY BERMUDA HOLDINGS II LIMITED
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	BROOKFIELD BPY PROPERTY HOLDINGS I LLC
	By:	“▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President and Secretary

 

 

	BROOKFIELD BPY PROPERTY HOLDINGS III LLC
	By:	“▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President and Secretary

 

	BROOKFIELD BPY RETAIL HOLDINGS I LLC
	By:	“▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President and Secretary

 

	BPY BERMUDA HOLDINGS III LIMITED
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	BROOKFIELD BPY RETAIL HOLDINGS II LLC INC.
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Associate Corporate Counsel

 

	BOP (GERMANY) HOLDINGS LTD.
	By:	“▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇
		Title:	Senior Vice President

 

 

	BROOKFIELD OFFICE PROPERTIES INC.
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Associate Corporate Counsel

 

	BROOKFIELD PROPERTY SPLIT CORP.
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Associate Corporate Counsel

 

	BP US REIT LLC
	By:	“▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President and Secretary

 

	BOP (USD) LTD.
	By:	“▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇
		Title:	Senior Vice President

 

	BOP (EUROPE) HOLDINGS LTD.
	By:	“▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇
		Title:	Senior Vice President

  

 

	BOPA HOLDINGS LTD.
	By:	“▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇
		Title:	Senior Vice President

 

	BPY BERMUDA HOLDINGS IV LIMITED
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	BPY BERMUDA HOLDINGS V LIMITED
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	BPY BERMUDA HOLDINGS VI LIMITED
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

	BPY BERMUDA HOLDINGS VII LIMITED
	By:	“▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇ ▇▇▇▇▇▇
		Title:	Secretary

 

 

	BPR HOLDING REIT I LLC
	By:	“▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President

 

	BPR HOLDING REIT II LLC, by its Managing Member
	BROOKFIELD PROPERTIES SUBCO LLC
	By:	“▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President

 

	BROOKFIELD PROPERTIES (CANADA) INC.
	By:	“▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇ ▇▇▇▇
		Title:	Senior Vice President, Taxation

 

	BROOKFIELD BPY HOLDINGS (AUSTRALIA) ULC
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Assistant Secretary

 

	BOP AUSTRALIA PTY LTD, as trustee for and on behalf of BOPA TRUST in accordance with section 127 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇
		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 ▇▇▇ ▇▇▇▇ (Cth)
	By:	“▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇”
		Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇
		Title:	Director and Secretary