FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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6.4.2 if to the Property Partnership:Brookfield Property General Partner Limited73 Front StreetHamilton HM 12BermudaAttention: Secretary6.4.3 if to Brookfield:Brookfield Asset Management Inc.Suite 300, Brookfield Place181 Bay Street, Box 762Toronto, OntarioM5J 2T3Attention: Vice President, Legal Affairs6.4.4 if to any of the Managers, at the applicable address listed on Schedule A hereto6.4.5 if to any of the Holding Entities, at the applicable address listed on Schedule B heretoor to such other addresses as a party may from time to time notify the others in accordance with this Section 6.4.6.5 Further AssurancesEach of the parties hereto will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, allsuch further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of givingeffect to this Agreement and will use reasonable efforts and take all such steps as may be reasonably within its power to implement totheir full extent the provisions of this Agreement.6.6 CounterpartsThis Agreement may be signed in counterparts and each of such counterparts will constitute an original document and suchcounterparts, taken together, will constitute one and the same instrument.-16 -
6.7 Other Holding EntitiesThe parties acknowledge that any Holding Entity that is not a party to this Agreement will execute a counterpart of thisAgreement agreeing to be bound by the terms of this Agreement.[NEXT PAGE IS SIGNATURE PAGE]-17 -
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UNITED STATESSECURITIES AND EXCHANG
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TABLE OF CONTENTSINTRODUCTION AND U
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INTRODUCTION AND USE OF CERTAIN TER
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Historical Performance and Market D
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• the departure of some or all of
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(US$ Millions) Mar. 31, 2012 Dec. 3
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Our company is not, and does not in
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Additionally, as part of our strate
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Our inability to enter into renewal
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The computation of cost reimburseme
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management agreement in limited cir
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• differences in cultures;• cha
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• the same professionals within B
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to the agreement. In addition, beca
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our company. In particular, our uni
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fractional units, without reduction
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federal income tax purposes, direct
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Under legislation recently enacted
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the Property Partnership, income fo
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“taxable Canadian property”. Un
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THE SPIN-OFFBackground to and Purpo
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Transaction AgreementsOur company a
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• recognize that superior returns
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• Trizec Western Canada - 3.5 mil
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As at the dates set out below, we h
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Office Property Portfolio (1) Asset
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Our strategy is to sign long-term l
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Our portfolio also includes, as at
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The following table presents the le
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properties that we believe have sig
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domestic economy and overall low un
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Environmental ProtectionWe are comm
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consideration for causing the Prope
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Operating EntitiesOur business is o
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Multi-Family and Industrial Platfor
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NOI is used as a key indicator of p
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Opportunistic Investmentsopportunit
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First Quarter Performance Highlight
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development sites, we will proceed
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The decrease in equity accounted in
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RetailIFRS Value - RetailThe follow
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The key valuation metrics of our re
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FFO for the three months ended Marc
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Financial Highlights and Performanc
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Equity accounted investments as at
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Operating results - OfficeThe follo
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The results of operations are prima
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etter than expected leasing market
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interests, of $681 million. Discoun
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NOI increased over the periods due
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The key valuation metrics of these
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increase in interest rates on inter
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more stringent environmental laws a
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Other DerivativesThe following othe
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TRZ Holdings; in the event the JV P
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available- for-sale. Estimation of
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The components of NOI for the three
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The following table presents a reco
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• fund those capital expenditures
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Given the small amount of new offic
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The following table presents certai
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nominating and governance committee
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investments and activities or in re
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7.B. RELATED PARTY TRANSACTIONSRELA
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Other ServicesBrookfield may provid
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Partnership. See Item 10.B. “Addi
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connection with a particular transa
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• recommending to the Holding Ent
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• any of the Managers is grossly
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2002 to directors, executives or se
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Nature and PurposeUnder our limited
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Bermuda Limited Partnership Act 188
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In addition, the BPY General Partne
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Withdrawal of the BPY General Partn
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entity or any other holding entity
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• ratified and confirmed all cont
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agreement, a holder of Property Par
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(including, generally, debt owed to
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In addition, pursuant to the Voting
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In addition, the Property GP LP may
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successor general partner will have
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Indemnification; Limitations on Lia
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subject to U.S. federal income taxa
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the Obama administration proposes t
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asis of units owned by you prior to
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consent of the IRS. The Section 754
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Income Exception, we may determine
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generally would constitute debt-fin
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expected income and assets, the BPY
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any particular time (in light of po
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(c)(d)the amount and description of
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Taxation of Canadian Resident Limit
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Canadian Limited Partner and will b
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CFA in respect of which the FAPI wa
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(under Tax Proposals released on Au
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our actual results of operations an
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10.G. STATEMENT BY EXPERTSThe follo
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PART IIITEM 13.DEFAULTS, DIVIDEND A
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SIGNATURESThe registrant hereby cer
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COMMERCIAL PROPERTY OPERATIONS OF B
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Commercial Property Operations of B
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The financial statements are prepar
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liabilities are provided for using
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In a net investment hedging relatio
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provided in connection with a lease
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over from IAS 39 the requirements f
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Values are most sensitive to change
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NOTE 7: EQUITY ACCOUNTED INVESTMENT
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Included in other non-current asset
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NOTE 13: CAPITAL SECURITIESCapital
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The major components of income tax
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(b) Property net operating incomeNe
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NOTE 22: CAPITAL MANAGEMENT AND LIQ
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Other derivativesThe following othe
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The following table outlines financ
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NOTE 24: RELATED PARTIESIn the norm
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(US$ Millions) Revenue Net operatin
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Schedule III -Supplemental Schedule
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(b) Adoption of Accounting Standard
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distributed by GGP. The Business su
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NOTE 10: OTHER NON-CURRENT LIABILIT
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(b) Property net operating incomePr
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NOTE 19: RELATED PARTIESIn the norm
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The following summary presents fina
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS L.P.NO
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS LIMITE
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TRZ HOLDINGS LLC AND SUBSIDIARIESCo
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Independent Auditor’s ReportTo th
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESNO
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the associated lease and any contra
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Accounting for Uncertain Tax Positi
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3. REAL ESTATEThe Company’s inves
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Statement of Operations Information
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Future amortization of these intang
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Collateralized Property Loans — P
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Subsequent to April 9, 2009, in con
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INDEX TO UNAUDITED PRO FORMA FINANC
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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The company and Brookfield intend f
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The unaudited pro forma balance she
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(g) Exclusion of Brookfield’s 2%
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REF58435NAME OF PARTNERSHIP:CERTIFI
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DECLARATIONMade pursuant to The Exe
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REF58435BERMUDALimited Partnership
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Registration No. 46137BERMUDACERTIF
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Dated the 8thday of March 2012.THE
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THIS LIMITED PARTNERSHIP AGREEMENT
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11. TERM: DISSOLUTION: CONTINUATION
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15.2 any certificates or other inst
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Exhibit 4.1MASTER PURCHASE AGREEMEN
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2. Covenants to Complete the Reorga
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4.5 Brookfield and BPY will also, d
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IN WITNESS WHEREOF the parties here
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The Australian Operations are compr
Page 329 and 330: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 331 and 332: MASTER SERVICES AGREEMENTTHIS AGREE
Page 333 and 334: 1.1.15 “Equity Enhancement Distri
Page 335 and 336: 1.1.35 “Permit” means any conse
Page 337 and 338: 1.3.5 any reference to this Agreeme
Page 339 and 340: 2.3 Other ManagersThe Managers may,
Page 341 and 342: 3.2.2 For greater certainty and not
Page 343 and 344: ARTICLE 6INFORMATION AND RECORDS6.1
Page 345 and 346: Recipients elect to pay all or a po
Page 347 and 348: ARTICLE 8BROOKFIELD’S OBLIGATIONB
Page 349 and 350: and against any claims, liabilities
Page 351 and 352: 11.2.1.2 any of the Managers engage
Page 353 and 354: 11.6 Release of Money or other Prop
Page 355 and 356: 12.4.2 if to the Property Partnersh
Page 357 and 358: IN WITNESS WHEREOF the parties have
Page 359 and 360: BROOKFIELD DEVELOPMENTS EUROPELTD.B
Page 361 and 362: BROOKFIELD BPY PROPERTY HOLDINGS II
Page 363 and 364: 6. Governing Law. This Joinder will
Page 365 and 366: Exhibit 4.4BROOKFIELD ASSET MANAGEM
Page 367 and 368: BETWEEN:RECITALS:RELATIONSHIP AGREE
Page 369 and 370: over a majority of the voting inter
Page 371 and 372: 1.3.4 except as otherwise provided
Page 373 and 374: partners or financial sponsors and
Page 375 and 376: 2.7 ReportingSubject to confidentia
Page 377 and 378: 3.3.4 the execution and delivery of
Page 379: ARTICLE 6GENERAL PROVISIONS6.1 Limi
Page 383 and 384: Schedule AIN WITNESS WHEREOF the Ma
Page 385 and 386: Schedule BIN WITNESS WHEREOF the Ho
Page 387 and 388: Exhibit 4.5BROOKFIELD ASSET MANAGEM
Page 389 and 390: THIS AGREEMENT made as of the day
Page 391 and 392: 1.1.17 “FINRA” means Financial
Page 393 and 394: 1.1.39 “U.S. Exchange Act” mean
Page 395 and 396: Agreement will not operate as a wai
Page 397 and 398: 2.1.5 Priority on Demand Registrati
Page 399 and 400: (b)follows: (i) first, the securiti
Page 401 and 402: 2.5 Registration ProceduresWhenever
Page 403 and 404: (g)(h)(i)(j)(k)as practicable there
Page 405 and 406: (o)(p)(q)(r)(s)(t)(u)cause the Regi
Page 407 and 408: contained in any Registration State
Page 409 and 410: fault of the indemnifying party and
Page 411 and 412: have been delivered by BPY and subs
Page 415 and 416: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 417 and 418: ARTICLE 1INTERPRETATION1.1 Definiti
Page 419 and 420: 1.3.6 in the event that any day on
Page 421 and 422: 2.1.3.3 any plan or proposal for a
Page 423 and 424: 3.2.4 the execution and delivery of
Page 425 and 426: 5.5 NoticesAny notice or other comm
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FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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