exv10w3



 







EXHIBIT 10.3




THE BANK OF NOVA SCOTIA

Wholesale Banking Operations

Derivative Products

44 King Street West

Central Mail Room

Toronto, Ontario,

M5H 1H1




May 04, 2006




	 	 	 
	To:
	 	TRIZEC HOLDINGS OPERATING LLC
	 
	 	TREASURY DEPARTMENT
	 
	 	10  SOUTH RIVERSIDE PLAZA
	 
	 	SUITE 1100
	 
	 	CHICAGO
	 
	 	ILLINOIS
	 
	 	60606
	 
	 	U.S.A.
	 
	 	 
	Attention:
	 	Patrick Aldrich
	 
	 	 
	Facsimile no.:
	 	818667286454





Dear Sirs:




Re: Interest Rate Swap Transaction                     Reference ID: [Intentionally Omitted]




     The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and
conditions of the Transaction entered into between us on the Trade Date specified below.



     The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.




	 	1.	 	This Confirmation agreement constitutes a “Confirmation” as referred to in and supplements,
forms part of and is subject to, the ISDA Master Agreement dated as of May 1, 2006, as amended
and supplemented from time to time (the “Agreement”), between THE BANK OF NOVA SCOTIA and TRIZEC
HOLDINGS OPERATING LLC. All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
	 
	 	2.	 	The terms of the particular Swap Transaction to which this Confirmation relates are as follows:




 









 











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	Trade Date:
	 	May 04, 2006
	 
	 	 
	Notional Amount:
	 	USD                                                                                                  250,000,000.00
	 
	 	 
	Effective Date:
	 	May 02, 2006
	 
	 	 
	Termination Date:
	 	May 01, 2007
	 
	 	 
	Fixed Amounts
	 	 
	 
	 	 
	Fixed Rate Payer:
	 	TRIZEC HOLDINGS OPERATING LLC
	 
	 	 
	Fixed Rate Payer Payment Dates:
	 	The; 15 May 2006; 15 Jun 2006
14 Jul 2006; 15 Aug 2006; 15 Sep 2006; 13 Oct 2006

15 Nov 2006; 15 Dec 2006; 12 Jan 2007;
15 Feb 2007; 15 Mar 2007; 13 Apr 2007;
30 Apr 2007;  subject to adjustment in accordance with the Following Business Day Convention
	 
	 	 
	Fixed Rate Period End Dates:
	 	The 16th of each month; commencing on May 16, 2006 to and including the Termination
	 
	 	Date
	 
	 	 
	Fixed Rate:
	 	5.2299%
	 
	 	 
	Fixed Rate Day Count Fraction:
	 	Actual/360
	 
	 	 
	Business Days for Fixed Rate Payments:
	 	London, New York
	 
	 	 
	Business Day Convention:
	 	Following Business Day Convention
	 
	 	 
	Floating Amounts
	 	 
	 
	 	 
	Floating Rate Payer:
	 	THE BANK OF NOVA SCOTIA
	 
	 	 
	Floating Rate Payer Payment Dates:
	 	The; 15 May 2006; 15 Jun 2006
14 Jul 2006; 15 Aug 2006; 15 Sep 2006; 13 Oct 2006

15 Nov 2006; 15 Dec 2006; 12 Jan 2007;
15 Feb 2007; 15 Mar 2007; 13 Apr 2007;
30 Apr 2007;  subject to adjustment in accordance with the Following Business Day Convention






 









 





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	Floating Rate Period
End Dates:
	 	The 16th of each month; commencing on May 16, 2006 to and including the Termination Date
	 
	 	 
	Floating Rate for the
Initial Calculation Period:
	 	5.04% for the period May 02, 2006 to May 16, 2006
	 
	 	 
	Floating Rate Option:
	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:
	 	1-month
	 
	 	 
	Spread:
	 	Not Applicable
	 
	 	 
	Floating Rate Day Count
Fraction:
	 	Actual/360
	 
	 	 
	Reset Dates:
	 	The first date of the relevant Calculation Period.
	 
	 	 
	Method of Averaging:
	 	Inapplicable
	 
	 	 
	Compounding:
	 	Inapplicable
	 
	 	 
	Compounding Dates:
	 	Inapplicable
	 
	 	 
	Business Days for
Floating Rate Payments:
	 	London, New York
	 
	 	 
	Business Days for
Rate Resets:
	 	London, New York
	 
	 	 
	Business Day Convention:
	 	Following Business Day Convention
	 
	 	 
	Calculation Agent:
	 	The Bank of Nova Scotia







	 	 	 	Other Provisions:
	 
	 	 	 	Provided no Event of Default, Potential Event of Default or Termination Event (in respect of which
Party B is an Affected Party) has occurred and is continuing with respect to Party B, and provided
no Early Termination Date has been designated in connection with this Transaction, Party B may
assign its rights and obligations, in whole or in part, in respect of this Transaction to a




 









 











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	 	 	 	financial institution subject to the prior consent of Party A, which shall not be unreasonably
withheld or delayed.
	 
	 	 	 	Relationship Between Parties:
	 
	 	 	 	Each party will be deemed to represent to the other on the day on which it enters into a
Transaction that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for this Transaction):
	 
	 	3.	 	(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions
to enter into that Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as investment advice being
understood that information and explanations related to the terms and conditions of a Transaction
shall not be considered investment advice or a recommendation to enter into that Transaction. No
communication (written or oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of that Transaction.
	 
	 	 	 	(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable of assuming and assumes, the risk of
that Transaction.
	 
	 	 	 	(c) Status of Parties. The other party is not acting as a fiduciary for or as an advisor to it in
respect of that Transaction.
	 
	 	4.	 	Offices:






	 	(a)	 	For purposes of this Transaction, the Office of THE BANK OF NOVA SCOTIA is Toronto, Ontario.
	 
	 	(b)	 	For purposes of this Transaction, the Office of TRIZEC HOLDINGS OPERATING LLC is CHICAGO,
ILLINOIS.






	 	5.	 	Account Details:
	 
	 	 	 	[Intentionally Omitted]




 









 











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	 	6.	 	The parties hereto agree that this Confirmation, whether received in original or facsimile form,
may be executed in counterparts, which execution may be effected by means of facsimile
transmission. Where execution is effected by means of facsimile transmission, the parties agree
that the sender’s signature as printed by the recipient’s facsimile machine shall be deemed to be
the sender’s original signature.
	 
	 	 	 	Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a
copy of this Confirmation and returning it to us by facsimile, Attention: WBO Derivative Product
Confirmations, Telephone: (416) 866-5415/3622, Facsimile: (416) 933-2291.





	 	 	 
	 

	 	Yours sincerely,
	 
	 	 
	 

	 	THE BANK OF NOVA SCOTIA
	 
	 	 
	 

	 	By: /s/ Stephen J. Bagnarol
	 

	 	Its: Authorized Signatory
	 
	 	 
	 

	 	By: /s/ Fareena Rahim
	 

	 	Its: Authorized Signatory






	 	 	 	 	 
	Confirmed as of the date first written:
	 	 	 	 
	 
	 	 	 	 
	TRIZEC HOLDINGS OPERATING LLC
	 	 	 	 
	 
	 	 	 	 
	By its Managing Member Trizec Properties, Inc.
	 	 	 	 
	 
	 	 	 	 
	By: /s/ Patrick L. Aldrich
	 	 	 	 
	 	 	 	 	 
	Title: Treasurer

	 	 	 	 
	 
	 	 	 	 
	By: /s/ Michael C. Colleran
	 	 	 	 
	 	 	 	 	 
	Title: Executive Vice President and Chief Financial Officer