EX-4.1



 Exhibit 4.1 
 MASTER PURCHASE AGREEMENT 
 THIS AGREEMENT is made the 11th day of
April, 2012 
 BETWEEN: 
 Brookfield Property Partners L.P., a limited partnership formed under the laws of Bermuda 
 (hereinafter called “BPY”) 
 - and - 

Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario 

(hereinafter called “Brookfield”) 
 RECITALS: 
  

	A.	Brookfield is considering launching BPY, which will be a public partnership focused on high quality commercial property, and distributing to holders of its Class A
limited voting shares and Class B limited voting shares a special dividend of limited partnership units of BPY (the “Spin-off”); 

  

	B.	management of Brookfield has prepared a registration statement on Form 20-F (the “Registration Statement”) and a preliminary prospectus (the
“Prospectus”), which incorporates the contents of the Registration Statement, to qualify the distribution of the limited partnership units of BPY; 


 

	C.	the board of directors of Brookfield has approved the contents and the filing of the Registration Statement and the Prospectus; 


 

	D.	1648285 Alberta ULC (the “BPY General Partner”) is the general partner of BPY; 


 

	E.	the BPY General Partner has approved the contents and the filing of the Registration Statement and the Prospectus; 


 

	F.	BPY is intending to file the Registration Statement in the United States and the Prospectus in Canada; 


 

	G.	BPY is a limited partner of Brookfield Property L.P., a newly formed limited partnership under the laws of Bermuda (the “Property Partnership”);










	H.	the assets and operations that will be indirectly held by the Property Partnership following the Spin-off are currently owned indirectly by Brookfield, and will either
be transferred to the Property Partnership or the Property Partnership will acquire an economic interest therein prior to closing of the Spin-off (the “reorganization”) as contemplated in the Registration Statement; and


  

	I.	BPY and Brookfield wish to enter into this agreement to evidence their agreements regarding the reorganization. 


NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: 
  

	1.	Interpretation 

 In
this Agreement, the following terms shall have the following meanings: 
  

	 	1.1	“Agreement” means this master purchase agreement as it may be amended or restated; 


 

	 	1.2	“Australian operations” means the interests in the Australian operations identified in Schedule 1, as amended from time to time;


  

	 	1.3	“BPY General Partner” has the meaning given to it in the recitals; 


 

	 	1.4	“current operations” means the interests identified in Schedule 1, as amended from time to time, other than the Australian operations;


  

	 	1.5	“Property Partnership” has the meaning given to it in the recitals; 


 

	 	1.6	“Prospectus” has the meaning given to it in the recitals; 


 

	 	1.7	“Registration Statement” has the meaning given to it in the recitals; 


 

	 	1.8	“reorganization” has the meaning given to it in the recitals; and 


 

	 	1.9	“Spin-off” has the meaning given to it in the recitals. 

 Other capitalized terms that are not defined herein have the meaning given to them in the Registration Statement. 








	2.	Covenants to Complete the Reorganization 

 Upon the terms and subject to the conditions herein, Brookfield covenants that it will cause the Property Partnership to acquire from Brookfield, directly or indirectly, the current operations and
Brookfield’s economic interest in the Australian operations. 
  

	3.	BPY’s Agreement to Acquire Interests in the Property Partnership 


In connection with the reorganization, BPY will acquire a limited partnership interest in the Property Partnership currently anticipated
to be approximately 10%. 
  

	4.	Definitive Agreements to Complete the Reorganization 

  

	 	4.1	The obligations under section 2 and section 3 of this Agreement are subject to all applicable board approvals being obtained (including the approval by the board of
directors of each of Brookfield and the BPY General Partner of this Agreement and the transactions contemplated in the Registration Statement and the approval by the board of directors of the general partner of the general partner of the Property
Partnership) and the appropriate entities entering into definitive agreements to give effect to the transactions. 

  

	 	4.2	The definitive agreements in respect of the Property Partnership’s acquisition of the current operations will contain the representations and warranties described
below and other provisions such as covenants, indemnification and other provisions which are acceptable to the parties and which are customarily found in purchase agreements of the kind contemplated by this Agreement, including the following:


 4.2.1 Purchase Price. The purchase price for the current operations will be the fair market value
thereof, and will be satisfied by the Property Partnership directly or indirectly through the issuance of equity or debt or the payment of cash (or any combination thereof) to Brookfield or its affiliates, as applicable. 

4.2.2 Representations and warranties. The transfer agreements will contain representations and warranties concerning
(i) organization and good standing, (ii) the authorization, execution, delivery and enforceability of the agreement and all agreements executed in connection therewith, and (iii) title to the securities being transferred to the
Property Partnership. The agreements will not contain representations relating to the underlying assets and operations. The representations and warranties of Brookfield will survive for a period of 18 months from the closing of the Spin-off.








 4.2.3 Indemnity. The aggregate maximum liability of Brookfield under its
representations, warranties and indemnities will be limited, without duplication, to $1 billion. 
  

	 	4.3	The completion of the closing of the reorganization will be subject to, inter alia, the satisfaction or waiver by the parties of the following conditions:


 4.3.1 A receipt having been received for the final prospectus of BPY. 

4.3.2 The declaration of effectiveness by the United States Securities and Exchange Commission of the Registration Statement having been
received. 
 4.3.3 Approvals having been obtained for the listing of the units of BPY on the New York Stock Exchange and the
Toronto Stock Exchange. 
 4.3.4 All consents having been obtained and documentation entered into with respect to the
transactions contemplated hereby. 
 4.3.5 All regulatory approvals having been obtained. 

4.3.6 There not having been threatened, instituted or pending any action or proceeding by any governmental entity, or by any other person
in any jurisdiction before any governmental entity, (i) challenging or seeking to cease trade, or make illegal, or delay or otherwise directly or indirectly restrain or prohibit the Spin-off, or (ii) that otherwise, in the sole judgment of
Brookfield, acting reasonably, has or may have a material adverse effect on the trading in, or the value of, the units of BPY. 

4.3.7 There not having occurred any change (including any proposal to amend applicable legislation or any announcement, governmental or
regulatory initiative, issue of an interpretation bulletin, condition, event or development involving a prospective change) that, in the sole judgment of Brookfield, is detrimental to Brookfield or BPY or adversely affects the consequences of the
Spin-off for Brookfield’s shareholders, generally. 
  

	 	4.4	The closing of the reorganization will be completed on or before the day on which the trading of the units of BPY begins on either the New York Stock Exchange or the
Toronto Stock Exchange, whichever is earlier. 









	 	4.5	Brookfield and BPY will also, directly or indirectly, enter into ancillary agreements in connection with the Spin-off, including voting agreements, a master services
agreement, a registration rights agreement, a licensing agreement and a relationship agreement, all on the terms described in the Registration Statement. 

  


	5.	Alternative Transaction Structure 

 Each of the parties hereto shall endeavor to ensure that the reorganization is efficiently structured for financial, accounting, tax and regulatory purposes. In this regard, the parties shall work
cooperatively and in good faith to complete the reorganization as contemplated or to agree to modifications to the reorganization, including with respect to the structure or implementation thereof or the assets and liabilities to be included
therein, on mutually agreeable terms. 
  

	6.	Expenses 

 Except
as otherwise contemplated by a definitive agreement and other than the expenses in connection with the preparation and filing of the Registration Statement and the Prospectus, which will be paid by BPY, Brookfield will be responsible for the
expenses of the Spin-off and the reorganization, including any sales and goods and services taxes payable in respect of the transactions contemplated hereby. 
  

	7.	Currency 

 Except
where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in United States dollars. 
  

	8.	Further Assurances 


Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further
acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to
implement to their full extent the provisions of this Agreement. 
  

	9.	Successors and Assigns 

 No party may assign its right or benefits under this Agreement without the prior written consent of the other party hereto. This provisions of this Agreement shall enure to the benefit of and be binding
on the parties to this Agreement and their respective successors and assigns. 








	10.	Limited Liability 


BPY is a limited partnership formed under the laws of Bermuda, a limited partner of which is only liable for any of its liabilities or any
of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s pro rata share of any undistributed income. 

 

	11.	Governing Law 


This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable
therein. 
  

	12.	Counterparts 

 This
Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument. 







 IN WITNESS WHEREOF the parties hereto have executed this agreement. 

 

					
	BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, 1648285 ALBERTA ULC
		
	by:	 	 /s/ Richard B. Clark

		 	Name:	 	Richard B. Clark
		 	Title:	 	Director


  

					
	BROOKFIELD ASSET MANAGEMENT INC.
		
	by:	 	 /s/ Jeffrey M. Blidner

		 	Name:	 	Jeffrey M. Blidner
		 	Title:	 	Senior Managing Partner









 SCHEDULE 1 

Current Operations 
  

							
	 Operation
	  	 Investment to be Transferred
	  	Economic 
Interest1	 
	Brookfield Office Properties Inc.	  	 Common shares and preferred shares
	  	 	50.1	% 
	DS Four Limited	  	 Shares
	  	 	100.0	% 
	Canary Wharf Group plc	  	 Ordinary shares
	  	 	22.0	% 
	BREF loan from Brookfield Europe (Gibraltar) Limited	  	 Loan
	  	 	100	% 
	Brookfield Brazil Retail Fund	  	 Limited partnership interests
	  	 	35.0	% 
	Brookfield Brazil Higienopolis Inc.	  	 Shares
	  	 	42.0	% 
	Brookfield Real Estate Opportunity Fund I	  	 Limited partnership interests
	  	 	55.8	% 
	Brookfield Real Estate Opportunity Fund II	  	 Limited partnership interests
	  	 	28.8	% 
	Brookfield Real Estate Finance Fund I	  	 Series A membership interests
	  	 	32.2	% 
	Brookfield Real Estate Finance Fund I	  	 Series B membership interests
	  	 	25.5	% 
	Brookfield Real Estate Finance Fund I	  	 Series B membership interests
	  	 	6.7	% 
	Brookfield Real Estate Finance Fund II	  	 Membership interests
	  	 	13.8	% 
	Brookfield Real Estate Finance Fund II	  	 Membership interests
	  	 	13.8	% 
	Brookfield Real Estate Finance Fund III	  	 Limited partnership interests
	  	 	23.9	% 
	General Growth Properties, Inc.	  	 Common shares and warrants
	  	 	9.2	% 
	General Growth Properties, Inc.	  	 Common shares
	  	 	10.7	% 
	Howard Hughes Company	  	 Common shares and warrants
	  	 	2.0	% 
	Rouse Properties, Inc.	  	 Common shares
	  	 	36.5	% 
	Rouse credit facility with Brookfield Finance Luxembourg Sarl	  	 Loan
	  	 	100.0	% 
	Texas Multifamily	  	 Limited partnership interests
	  	 	30.5	% 
	Multifamily Value Add Fund	  	 Limited partnership interests
	  	 	27.5	% 
	Legacy (Brookfield RETIP L LP LLC)	  	 Membership interests
	  	 	24.3	% 
	Brookfield Colonial Holdings LP	  	 Limited partnership interests
	  	 	9.6	% 
	Brookfield Industrial Partners LP	  	 Limited partnership interests
	  	 	41.0	% 
	Australian Operations	  	 See below
	  	 	See below	  

  

	1 	 All percentages listed represent the economic interest in the applicable entity or groups of assets to be transferred to BPY on a gross fully diluted
basis. 









 The Australian Operations are comprised of: 

 

					
	 Operation
	  	Ownership
Interest/Percentage	 
	 Multiplex European Property Fund
	  	 	25.0	% 
	 Multiplex New Zealand Property Fund
	  	 	44.3	% 
	 Brookfield Australian Opportunities Fund
	  	 	61.9	% 
	 PCEC Medina Management Contract
	  	 	100.0	% 
	 Jessie St. Centre
	  	 	100.0	% 
	 Fujitsu Centre
	  	 	100.0	% 
	 Sydney Water Headquarters
	  	 	100.0	% 
	 AMP Place
	  	 	100.0	% 
	 CBA
	  	 	100.0	% 
	 ANZ Centre
	  	 	50.0	% 
	 Alinga Street
	  	 	100.0	% 
	 The Foundry
	  	 	100.0	% 
	 Bouquet Street Development
	  	 	100.0	% 
	 Bathurst Street Development
	  	 	100.0	% 
	 Carole Park
	  	 	100.0	% 
	 Great Western Super Centre
	  	 	100.0	% 
	 Peach Quarry
	  	 	100.0	% 
	 Luna Park
	  	 	100.0	% 
	 Woolloomooloo Car Park
	  	 	50.0	% 
	 Rosehill
	  	 	100.0	% 
	 Dee Why Town Centre
	  	 	100.0	% 

 SCHEDULE 1 – Page ii