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. |
[Remainder of this page left blank intentionally.]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of August 11, 2023.
| BROOKFIELD CORPORATION | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, Legal & Regulatory | ||||
| BROOKFIELD PROPERTY PARTNERS L.P., | ||||
| By: | BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner | |||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
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: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
[Second Amendment to Amended and Restated Master Services Agreement]
| Brookfield Global Property Advisor Limited | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director | ||||
| BROOKFIELD PROPERTY GROUP LLC | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇▇▇ Title: Managing Partner | ||||
| BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇▇▇ Title: Managing Partner | ||||
| BROOKFIELD PROPERTY GROUP (CANADA) L.P., | ||||
| By: | BPG MANAGER HOLDINGS GP ULC, its general partner | |||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
[Second Amendment to Amended and Restated Master Services Agreement]
| Brookfield Asset Management Services Srl | ||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Manager | ||||
| Brookfield Private Capital (DIFC) Limited | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director | ||||
| Brookfield Property Group Australia Pty Ltd. | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BROOKFIELD PROPERTIES RETAIL HOLDING LLC | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇▇▇ 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/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BROOKFIELD BPY HOLDINGS INC. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Assistant Secretary | ||||
| BPY BERMUDA HOLDINGS LIMITED | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BPY BERMUDA HOLDINGS II LIMITED | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BROOKFIELD BPY PROPERTY HOLDINGS I LLC | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President and Secretary | ||||
[Second Amendment to Amended and Restated Master Services Agreement]
| BROOKFIELD BPY PROPERTY HOLDINGS III LLC | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President and Secretary | ||||
| BROOKFIELD BPY RETAIL HOLDINGS I LLC | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President | ||||
| BPY BERMUDA HOLDINGS III LIMITED | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BROOKFIELD BPY RETAIL HOLDINGS II INC. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Assistant Secretary | ||||
| BOP (GERMANY) HOLDINGS LTD. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
[Second Amendment to Amended and Restated Master Services Agreement]
| BROOKFIELD OFFICE PROPERTIES INC. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
| BROOKFIELD PROPERTY SPLIT CORP. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
| BP US REIT LLC | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President | ||||
| BOP (USD) LTD. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
| BOP (EUROPE) HOLDINGS LTD. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
[Second Amendment to Amended and Restated Master Services Agreement]
| BOPA HOLDINGS LTD. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
| BPY BERMUDA HOLDINGS IV LIMITED | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BPY BERMUDA HOLDINGS V LIMITED | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BPY BERMUDA HOLDINGS VI LIMITED | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
| BPY BERMUDA HOLDINGS VII LIMITED | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
[Second Amendment to Amended and Restated Master Services Agreement]
| BPR HOLDING REIT I LLC | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President | ||||
| BPY HOLDING REIT II LLC | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President | ||||
| BROOKFIELD PROPERTIES (CANADA) INC. | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President | ||||
| BROOKFIELD BPY HOLDINGS (AUSTRALIA) ULC | ||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Assistant Secretary | ||||
| BOP AUSTRALIA PTY LTD, as trustee for and on behalf of BOPA TRUST | ||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary | ||||
[Second Amendment to Amended and Restated Master Services Agreement]