exv10w1



 






EXHIBIT 10.1




	 	 	 
	 
	 

	 	 




AMENDED AND RESTATED CREDIT AGREEMENT




among




TRIZEC HOLDINGS OPERATING LLC,

as BORROWER,




TRIZEC PROPERTIES, INC.,




VARIOUS LENDERS, and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as ADMINISTRATIVE AGENT



 




Dated as of October 31, 2005



 




DEUTSCHE BANK SECURITIES INC. and

BANC OF AMERICA SECURITIES LLC,

as CO-LEAD ARRANGERS and JOINT BOOK RUNNING MANAGERS,




BANK OF AMERICA, N.A.,

as SYNDICATION AGENT,




THE BANK OF NOVA SCOTIA, BANK OF MONTREAL and

JPMORGAN CHASE BANK, N.A.,

as CO-DOCUMENTATION AGENTS,




and




ING REAL ESTATE FINANCE (USA) LLC,

AS SENIOR MANAGING AGENT,




and




WELLS FARGO BANK, N.A.,

PNC BANK, NATIONAL ASSOCIATION,

COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES,

EUROHYPO AG, NEW YORK BRANCH,

LASALLE BANK NATIONAL ASSOCIATION,

US BANK NATIONAL ASSOCIATION and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as MANAGING AGENTS




	 	 	 
	 
	 

	 	 





 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. Amount and Terms of Credit
	 	 	1	 
	 
	 	 	 	 
	1.01 Commitments to Extend Loans
	 	 	1	 
	1.02 Minimum Amount of Each Borrowing
	 	 	4	 
	1.03 Notice of Borrowing
	 	 	5	 
	1.04 Competitive Bid Borrowings
	 	 	6	 
	1.05 Disbursement of Funds
	 	 	8	 
	1.06 Notes
	 	 	9	 
	1.07 Conversions
	 	 	10	 
	1.08 Pro Rata Borrowings
	 	 	11	 
	1.09 Interest
	 	 	11	 
	1.10 Interest Periods
	 	 	12	 
	1.11 Increased Costs, Illegality, etc
	 	 	13	 
	1.12 Compensation
	 	 	15	 
	1.13 Lending Offices
	 	 	15	 
	1.14 Requested Designation of other Lending Offices
	 	 	15	 
	1.15 Replacement of Lenders
	 	 	16	 
	1.16 Additional Commitments
	 	 	17	 
	1.17 Maturity Date Extension
	 	 	18	 
	 
	 	 	 	 
	SECTION 2. Letters of Credit
	 	 	18	 
	 
	 	 	 	 
	2.01 Letters of Credit
	 	 	18	 
	2.02 Maximum Letter of Credit Outstandings; Final Maturities
	 	 	20	 
	2.03 Letter of Credit Requests; Minimum Stated Amount
	 	 	20	 
	2.04 Letter of Credit Participations
	 	 	21	 
	2.05 Agreement to Repay Letter of Credit Drawings
	 	 	23	 
	2.06 Increased Costs
	 	 	24	 
	 
	 	 	 	 
	SECTION 3. Commitment Commission; Other Fees; Reductions of Commitments
	 	 	25	 
	 
	 	 	 	 
	3.01 Fees
	 	 	25	 
	3.02 Voluntary Termination of Unutilized Commitments
	 	 	26	 
	3.03 Mandatory Reduction of Commitments
	 	 	27	 
	 
	 	 	 	 
	SECTION 4. Prepayments; Payments; Taxes
	 	 	27	 
	 
	 	 	 	 
	4.01 Voluntary Prepayments
	 	 	27	 
	4.02 Mandatory Repayments
	 	 	28	 
	4.03 Method and Place of Payment
	 	 	29	 
	4.04 Net Payments
	 	 	30	 
	 
	 	 	 	 
	SECTION 5. Conditions Precedent to the Effective Date
	 	 	32	 
	 
	 	 	 	 
	5.01 Execution of Agreement; Notes
	 	 	32	 
	5.02 Opinion of Counsel
	 	 	32	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	5.03 Corporate Documents; Proceedings; etc.
	 	 	32	 
	5.04 Adverse Change, etc.
	 	 	33	 
	5.05 Litigation
	 	 	33	 
	5.06 Financial Statements
	 	 	33	 
	5.07 Subsidiaries Guaranty
	 	 	33	 
	5.08 Solvency Certificate
	 	 	33	 
	5.09 Borrowing Base Certificate
	 	 	33	 
	5.10 Subordination Agreement
	 	 	33	 
	5.11 Fees etc.
	 	 	34	 
	5.12 Refinancing
	 	 	34	 
	 
	 	 	 	 
	SECTION 6. Conditions Precedent to All Credit Events
	 	 	34	 
	 
	 	 	 	 
	6.01 Effective Date
	 	 	34	 
	6.02 No Default; Representations and Warranties
	 	 	34	 
	6.03 Notice of Borrowing; Letter of Credit Request
	 	 	34	 
	6.04 Change of Control
	 	 	35	 
	 
	 	 	 	 
	SECTION 7. Representations, Warranties and Agreements
	 	 	35	 
	 
	 	 	 	 
	7.01 Company and Other Status
	 	 	36	 
	7.02 Company Power and Authority
	 	 	36	 
	7.03 No Violation
	 	 	36	 
	7.04 Governmental Approvals
	 	 	36	 
	7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc.
	 	 	36	 
	7.06 Litigation
	 	 	38	 
	7.07 True and Complete Disclosure
	 	 	38	 
	7.08 Use of Proceeds; Margin Regulations
	 	 	38	 
	7.09 Tax Returns and Payments
	 	 	38	 
	7.10 Subsidiaries
	 	 	39	 
	7.11 Compliance with Applicable Laws
	 	 	39	 
	7.12 Investment Company Act
	 	 	39	 
	7.13 Public Utility Holding Company Act
	 	 	39	 
	7.14 Status as a REIT
	 	 	39	 
	7.15 Compliance with ERISA
	 	 	39	 
	7.16 Environmental Compliance
	 	 	40	 
	7.17 Patents, Trademarks, etc.
	 	 	41	 
	7.18 No Default
	 	 	41	 
	7.19 Licenses, etc.
	 	 	42	 
	7.20 No Burdensome Restrictions
	 	 	42	 
	7.21 Labor Matters
	 	 	42	 
	7.22 Insurance
	 	 	42	 
	7.23 Capitalization
	 	 	43	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	7.24 Properties
	 	 	43	 
	 
	 	 	 	 
	SECTION 8. Affirmative Covenants
	 	 	43	 
	 
	 	 	 	 
	8.01 Information Covenants
	 	 	43	 
	8.02 Books, Records, Inspections and Annual Meetings
	 	 	49	 
	8.03 Maintenance of Property; Insurance; Casualty and
Condemnation; Restoration; and Renovations
	 	 	49	 
	8.04 Ownership of Real Estate Assets; Ownership of Borrower and Holdings
	 	 	50	 
	8.05 Compliance with Applicable Laws and Authorizations
	 	 	50	 
	8.06 Company Existence and Franchises, etc.
	 	 	50	 
	8.07 Performance of Obligations
	 	 	51	 
	8.08 Payment of Taxes
	 	 	51	 
	8.09 Use of Proceeds
	 	 	51	 
	8.10 End of Fiscal Years; Fiscal Quarters
	 	 	51	 
	8.11 Interest Rate Protection
	 	 	51	 
	8.12 REIT Requirements
	 	 	51	 
	8.13 Addition and Release of Borrowing Base Properties and Subsidiary Guarantors
	 	 	52	 
	 
	 	 	 	 
	SECTION 9. Negative Covenants
	 	 	54	 
	 
	 	 	 	 
	9.01 Liens
	 	 	54	 
	9.02 Consolidation, Merger, Sale of Assets, etc.
	 	 	56	 
	9.03 Dividends
	 	 	57	 
	9.04 Indebtedness
	 	 	58	 
	9.05 Limitation on Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements; etc.
	 	 	59	 
	9.06 Investments
	 	 	59	 
	9.07 Negative Pledge Clauses; etc.
	 	 	60	 
	9.08 Transactions with Affiliates
	 	 	60	 
	9.09 Management Agreements
	 	 	61	 
	9.10 Consolidated Total Indebtedness as a Percentage of Consolidated Total
Asset Value
	 	 	61	 
	9.11 Consolidated Net Worth
	 	 	62	 
	9.12 Consolidated Interest Coverage Ratio
	 	 	62	 
	9.13 Consolidated Fixed Charge Coverage Ratio
	 	 	62	 
	9.14 Borrowing Base Property Coverage Ratio
	 	 	62	 
	9.15 Limitation on Certain Restrictions on Subsidiaries
	 	 	62	 
	9.16 Affiliate Debt and Subordination Agreement
	 	 	62	 
	 
	 	 	 	 
	SECTION 10. Events of Default
	 	 	63	 
	 
	 	 	 	 
	10.01 Payments
	 	 	63	 
	10.02 Representations, etc.
	 	 	63	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	10.03 Covenants
	 	 	63	 
	10.04 Default Under Other Agreements
	 	 	63	 
	10.05 Bankruptcy, etc
	 	 	64	 
	10.06 Judgments
	 	 	64	 
	10.07 ERISA
	 	 	64	 
	10.08 Guaranties, etc
	 	 	65	 
	10.09 Change of Control
	 	 	65	 
	10.10 Stock Exchange Listing
	 	 	65	 
	 
	 	 	 	 
	SECTION 11. Definitions
	 	 	66	 
	 
	 	 	 	 
	11.01 Defined Terms
	 	 	66	 
	 
	 	 	 	 
	SECTION 12. The Administrative Agent
	 	 	102	 
	 
	 	 	 	 
	12.01 Appointment
	 	 	102	 
	12.02 Nature of Duties
	 	 	102	 
	12.03 Lack of Reliance on the Administrative Agent
	 	 	103	 
	12.04 Certain Rights of the Administrative Agent
	 	 	103	 
	12.05 Reliance
	 	 	103	 
	12.06 Indemnification
	 	 	104	 
	12.07 The Administrative Agent in its Individual Capacity
	 	 	104	 
	12.08 Holders
	 	 	104	 
	12.09 Resignation by the Administrative Agent; Removal of the Administrative Agent
	 	 	104	 
	 
	 	 	 	 
	SECTION 13. Miscellaneous
	 	 	105	 
	 
	 	 	 	 
	13.01 Payment of Expenses, etc
	 	 	105	 
	13.02 Right of Setoff
	 	 	107	 
	13.03 Notices
	 	 	107	 
	13.04 Benefit of Agreement; Assignments; Participations
	 	 	107	 
	13.05 No Waiver; Remedies Cumulative
	 	 	110	 
	13.06 Payments Pro Rata
	 	 	111	 
	13.07 Calculations; Computations
	 	 	111	 
	13.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial
	 	 	112	 
	13.09 Counterparts
	 	 	113	 
	13.10 Effectiveness
	 	 	113	 
	13.11 Headings Descriptive
	 	 	113	 
	13.12 Amendment or Waiver; etc
	 	 	113	 
	13.13 Survival
	 	 	115	 
	13.14 Domicile of Loans
	 	 	115	 
	13.15 Register
	 	 	115	 
	13.16 Confidentiality
	 	 	116	 
	13.17 Limitation on Additional Amounts, etc
	 	 	116	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	13.18 No Third Party Beneficiary
	 	 	116	 
	13.19 Waiver of Sovereign Immunity
	 	 	117	 
	13.20 Judgment Currency
	 	 	117	 
	13.21 Maximum Rate
	 	 	117	 
	13.22 USA Patriot Act
	 	 	118	 
	 
	 	 	 	 
	SECTION 14. Trizec Guaranty
	 	 	118	 
	 
	 	 	 	 
	14.01 Guaranty
	 	 	118	 
	14.02 Bankruptcy
	 	 	119	 
	14.03 Nature of Liability
	 	 	119	 
	14.04 Independent Obligation
	 	 	119	 
	14.05 Authorization
	 	 	119	 
	14.06 Reliance
	 	 	120	 
	14.07 Subordination
	 	 	120	 
	14.08 Waiver
	 	 	121	 
	14.09 Payments
	 	 	121	 
	14.10 Maximum Liability
	 	 	121	 






	 	 	 	 	 
	 

	 	SCHEDULE I
	 	Commitments
	 

	 	SCHEDULE II
	 	Lender Addresses and Applicable Lending Offices
	 

	 	SCHEDULE III
	 	Initial Borrowing Base Properties
	 

	 	SCHEDULE 2.01(c)
	 	Existing Letters of Credit
	 

	 	SCHEDULE 7.10
	 	Subsidiaries; Subsidiary Guarantors
	 

	 	SCHEDULE 7.22
	 	Insurance
	 
	 	 	 	 
	 

	 	EXHIBIT A
	 	Form of Notice of Borrowing
	 

	 	EXHIBIT B
	 	Form of Notice of Competitive Bid Borrowing
	 

	 	EXHIBIT C-1
	 	Form of Revolving Loan Note
	 

	 	EXHIBIT C-2
	 	Form of Swingline Loan Note
	 

	 	EXHIBIT D
	 	Form of Notice of Conversion/Continuation
	 

	 	EXHIBIT E
	 	Form of Letter of Credit Request
	 

	 	EXHIBIT F
	 	Form of Section 4.04(b)(ii) Certificate
	 

	 	EXHIBIT G
	 	Form of Opinion of DLA Piper Rudnick Gray Cary US LLP, counsel to the Credit Parties
	 
	 	 	 	 
	 

	 	EXHIBIT H
	 	Form of Officer’s Certificate
	 

	 	EXHIBIT I
	 	Form of Amended and Restated Subsidiaries Guaranty
	 

	 	EXHIBIT J
	 	Form of Solvency Certificate
	 

	 	EXHIBIT K
	 	Form of Amended and Restated Affiliate Debt and Subordination Agreement
	 
	 	 	 	 
	 

	 	EXHIBIT L
	 	Form of Borrowing Base Certificate






(v)









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 

	 	EXHIBIT M
	 	Form of Additional Commitment Agreement
	 

	 	EXHIBIT N
	 	Form of Assignment and Assumption Agreement
	 

	 	EXHIBIT O
	 	Form of Compliance Certificate







(vi)









 






          AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 31, 2005, among TRIZEC HOLDINGS
OPERATING LLC, a Delaware limited liability company (the “Borrower”), TRIZEC PROPERTIES, INC., a
Delaware corporation (“Trizec”), the Lenders party hereto from time to time, and DEUTSCHE BANK
TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”) (all
capitalized terms used herein and defined in Section 11 are used herein as therein defined).



W I T N E S S E T H:




          WHEREAS, the Borrower, Trizec, Holdings, the Original Lenders and Deutsche Bank Trust Company
Americas, as administrative agent, entered into that certain Credit Agreement, dated as of June 29,
2004 (as the same has been amended, supplemented and/or otherwise modified to, but not including,
the Effective Date, the “Existing Credit Agreement”), and certain other documents (as the same have
been amended, supplemented and/or otherwise modified to, but not including, the Effective Date, the
“Existing Credit Documents”);



          WHEREAS, the parties hereto desire to amend and restate the Existing Credit Agreement and
Existing Credit Documents as set forth herein; and



          WHEREAS, subject to and on the terms and conditions set forth herein, the Lenders are willing
to amend and restate the Existing Credit Agreement and the Existing Credit Documents and to make
available to the Borrower the credit facilities provided for herein.



          NOW, THEREFORE, IT IS AGREED:



          SECTION 1. Amount and Terms of Credit.



          1.01 Commitments to Extend Loans. (a) Subject to and upon the terms and conditions
set forth herein, each Lender severally agrees to make, at any time and from time to time on and
after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (each
a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans
(i) shall be made and maintained in Dollars, (ii) shall, at the option of the Borrower, be incurred
and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that,
except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the
same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in
accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding
that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount
of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A)
such Lender’s Percentage and (B) the sum of (I) the aggregate amount of all Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and
simultaneously with the incurrence of, Revolving Loans) at such time, and
(II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which
are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) then
outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (v) shall not
exceed for all of the Lenders at any time



 









 







outstanding either (x) that aggregate principal amount
which, when added to the sum of (I) the aggregate principal amount of all other Revolving Loans
then outstanding, (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of
Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of,
Revolving Loans) at such time, (III) the aggregate principal amount of all Competitive Bid Loans
(exclusive of Competitive Bid Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, Revolving Loans) then outstanding, (IV) the aggregate principal amount of all
Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and
simultaneously with the incurrence of, Revolving Loans) then outstanding and (V) the aggregate
principal amount of all other Unsecured Consolidated Total Indebtedness of Trizec then outstanding,
equals the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last
delivered or then being delivered) or (y) that aggregate principal amount which, when added to the
sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans)
at such time and (II) the aggregate principal amount of all Competitive Bid Loans (exclusive of
Competitive Bid Loans which are paid with the proceeds of, and simultaneously with the incurrence
of, Revolving Loans) then outstanding and (III) the aggregate principal amount of all Swingline
Loans (exclusive of Swingline Loans which are paid with the proceeds of, and simultaneously with
the incurrence of, Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at
such time.



          (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees
to make, at any time and from time to time on and after the Effective Date and prior to the
Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and,
collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and
maintained in Dollars and as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with
the provisions hereof, (iii) shall not exceed at any time outstanding either (x) that aggregate
principal amount which, when added to the sum of (I) the aggregate principal amount of all
Revolving Loans then outstanding, (II) the aggregate amount of all Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, Swingline Loans) at such time, (III) the aggregate principal amount of all
Competitive Bid Loans (exclusive of Competitive Bid Loans which are repaid with the proceeds of,
and simultaneously with the incurrence of, Swingline Loans) then outstanding, and (IV) the
aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of Trizec then
outstanding, equals the Borrowing Base Amount at such time (based on the Borrowing Base Certificate
last delivered or then being delivered) or (y) that aggregate principal amount which, when added to
the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of,
Swingline Loans) at such time, (II) the aggregate principal amount of all Revolving Loans then
outstanding and (III) the aggregate principal amount of all Competitive Bid Loans (exclusive of
Competitive Bid Loans which are repaid with the proceeds of, and simultaneously with the incurrence
of, Swingline Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, and
(iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline
Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (x) the Swingline
Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists
unless the Swingline Lender has entered into arrangements satisfactory to it and the



-2-









 







Borrower to
eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting
Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting
Lender’s or Lenders’ Percentage of the outstanding Swingline Loans and (y) the Swingline Lender
shall not make any Swingline Loan after it has received written notice from the Borrower or the
Required Lenders stating that a Default or an Event of Default exists and is continuing until such
time as the Swingline Lender shall have received written notice (I) of rescission of all such
notices from the party or parties originally delivering such notice or (II) of the waiver of such
Default or Event of Default by the Required Lenders.



          (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the
Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more
Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically
given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the
exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or
more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory
Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro
rata based on each such Lender’s Percentage (determined before giving effect to any
termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds
thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such
outstanding Swingline Loans (although, unless a Default or an Event of Default then exists, the
Swingline Lender will not exercise such right with respect to any outstanding Swingline Loans prior
to the fourth Business Day after the date that such Swingline Loan was made or if the
Administrative Agent has theretofore received a Notice of Borrowing or a Notice of Competitive Bid
Borrowing the proceeds of which Borrowing will be used to repay such outstanding Swingline Loans on
or prior to the date on which such Swingline Loans are due). Each Lender hereby irrevocably agrees
to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the
amount and in the manner specified in the preceding sentence and on the date specified in writing
by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply
with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions
specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then
exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment or
Borrowing Base Amount at such time. In the event that any Mandatory Borrowing cannot for any
reason be made on the date otherwise required above (including, without limitation, as a result of
the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each
Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payments received from the Borrower on or after such
date and prior to such purchase) from the Swingline Lender such participations in the outstanding
Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably
based upon their respective Percentages (determined before giving effect to any termination of the
Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest
payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as
of which the respective participation is required to be purchased and, to the extent attributable
to the purchased participation, shall be payable to the participant from and after such date and (y)
at the time any purchase of participations pursuant to this sentence is actually made, the
purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of
the



-3-









 







participation so purchased for each day from and including the day upon which the Mandatory
Borrowing would otherwise have occurred to but excluding the date of payment for such
participation, at the overnight Federal Funds Rate for the first three days and at the rate
otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day
thereafter.



          (d) Subject to and upon the terms and conditions set forth herein, each Lender severally
agrees that the Borrower may, in accordance with the procedures established pursuant to Section
1.04, incur one or more loans (each a “Competitive Bid Loan” and, collectively, the “Competitive
Bid Loans”), denominated in Dollars, pursuant to a Competitive Bid Borrowing at any time and from
time to time on and after the Effective Date and prior to the date which is the Business Day
preceding the date which is 45 days prior to the Maturity Date, provided that (x) no
Competitive Bid Loan may be made unless the Investment Grade Rating Condition exists, (y) no
Competitive Bid Loan may be made if, after giving effect thereto, either (A) the sum of (I) the
aggregate principal amount of all Revolving Loans (exclusive of Revolving Loans which are repaid
with the proceeds of, and simultaneously with the incurrence of, Competitive Bid Loans) then
outstanding, (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of,
Competitive Bid Loans) at such time, (III) the aggregate principal amount of all Competitive Bid
Loans (exclusive of Competitive Bid Loans which are repaid with the proceeds of, and simultaneously
with the incurrence of Competitive Bid Loans) then outstanding, (IV) the aggregate principal amount
of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and
simultaneously with the incurrence of, Competitive Bid Loans) then outstanding, and (V) the
aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of Trizec then
outstanding, exceeds the Borrowing Base Amount at such time (based on the Borrowing Base
Certificate last delivered or then being delivered) or (B) the sum of (I) the aggregate principal
amount of all Competitive Bid Loans (exclusive of Competitive Bid Loans which are repaid with the
proceeds of, and simultaneously with the incurrence of Competitive Bid Loans) then outstanding,
(II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which
are repaid with the proceeds of, and simultaneously with the incurrence of, Competitive Bid Loans)
at such time, (III) the aggregate principal amount of all Revolving Loans (exclusive of Revolving
Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Competitive
Bid Loans) then outstanding and (IV) the aggregate principal amount of all Swingline Loans
(exclusive of Swingline Loans which are paid with the proceeds of, and simultaneously with the
incurrence of, Competitive Bid Loans) then outstanding exceeds the Total Revolving Loan Commitment
at such time and (z) no Competitive Bid Loan may be made if, after giving effect thereto, the
aggregate principal amount of all Competitive Bid Loans then outstanding exceeds the Maximum
Competitive Bid Loan Amount. Within the foregoing limits and subject to the terms and conditions
set forth in Sections 1.04 and 1.06, Competitive Bid Loans may be repaid and reborrowed in
accordance with the provisions hereof.



          1.02 Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of Revolving Loans, Competitive Bid Loans
and Swingline Loans shall not be less than the Minimum Borrowing Amount applicable thereto. More
than one Borrowing may occur on the same date, but at no time shall there be outstanding more than
eight Borrowings of Eurodollar Rate Loans in the aggregate (or such greater number as may be
acceptable to the Administrative Agent).



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          1.03 Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans
hereunder, it shall give the Administrative Agent at the Notice Office at least one Business Day’s
prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan
and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in
writing) of each Eurodollar Rate Loan to be incurred hereunder, provided that any such
notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New
York time) on such day. Each such written notice or written confirmation of telephonic notice
(each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.11, shall be
irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately
completed to specify (i) the aggregate principal amount of the Revolving Loans to be incurred
pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii)
whether such Revolving Loans are to be incurred as Base Rate Loans or Eurodollar Rate Loans and, if
Eurodollar Rate Loans, the initial Interest Period to be applicable thereto, (iv) the Borrowing
Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being
delivered) and (v) the sum of (I) the aggregate principal amount of all Loans outstanding at such
time (after giving effect to the proposed Borrowing), (II) the aggregate amount of all Letter of
Credit Outstandings at such time and (III) the aggregate principal amount of all other Unsecured
Consolidated Total Indebtedness of Trizec at such time (after giving effect to the proposed
Borrowing and the application of the proceeds therefrom). The Administrative Agent shall promptly
give each Lender notice of such proposed Borrowing, of such Lender’s proportionate share thereof
and of the other matters required by the immediately preceding sentence to be specified in the
Notice of Borrowing.



          (b) (i) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the
Swingline Lender no later than 1:00 P.M. (New York time) on the date that a Swingline Loan is to
be incurred hereunder, written notice or telephonic notice promptly confirmed in writing of each
Swingline Loan to be incurred hereunder. Each such notice shall be in the form of a Notice of
Borrowing (appropriately completed) and shall be irrevocable and specify in each case (A) the date
of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline
Loans to be incurred pursuant to such Borrowing, (C) the Borrowing Base Amount at such time (based
on the Borrowing Base Certificate last delivered or then being delivered) and (D) the sum of (I)
the aggregate principal amount of all Loans outstanding at such time (after giving effect to the
proposed Borrowing), (II) the aggregate amount of all Letter of Credit Outstandings at such time
and (III) the aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of
Trizec at such time (after giving effect to the proposed Borrowing and the application of the
proceeds therefrom).



          (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(c), with the
Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the
Mandatory Borrowings as set forth in Section 1.01(c).



          (c) Without in any way limiting the obligation of the Borrower to confirm in writing any
telephonic notice permitted to be given hereunder of any Borrowing or prepayment of Loans or any
revocation of any Letter of Credit Request, the Administrative Agent, the Swingline Lender or the
applicable Issuing Lender, as the case may be, may act without liability upon the basis of
telephonic notice of Borrowing, prepayment or revocation, as the case may be, believed by the
Administrative Agent, the Swingline Lender or the applicable Issuing Lender, as



-5-









 







the case may be, in good faith to be from the chairman of the board, the chief executive
officer, the president or a Senior Financial Officer of the Borrower, or from any other authorized
officer of the Borrower designated in writing by any of the foregoing officers of the Borrower to
the Administrative Agent as being authorized to give such notices, prior to receipt of written
confirmation. In each such case, the Borrower hereby waives the right to dispute the
Administrative Agent’s, the Swingline Lender’s or the applicable Issuing Lender’s record of the
terms of such telephonic notice of such Borrowing or prepayment of Loans or such revocation of a
Letter of Credit Request, as the case may be, absent manifest error.



          1.04 Competitive Bid Borrowings. (a) Whenever the Borrower desires to incur a Competitive
Bid Borrowing, it shall deliver to the Administrative Agent at the Notice Office prior to 12:00
Noon (New York time), (x) at least four Business Days prior to the date of such proposed
Competitive Bid Borrowing, in the case of a Spread Competitive Bid Borrowing, and (y) at least
three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of an
Absolute Rate Competitive Bid Borrowing, a written notice substantially in the form of Exhibit
B (each a “Notice of Competitive Bid Borrowing”), such notice to specify in each case (i) the
date of the proposed Competitive Bid Borrowing (which shall be a Business Day), (ii) the aggregate
principal amount of the proposed Competitive Bid Borrowing, (iii) the maturity date or maturity
dates (each a “Competitive Bid Loan Maturity Date”) for repayment of each Competitive Bid Loan to
be made as part of such Competitive Bid Borrowing (each of which maturity dates may not be earlier
than 14 days after the date of such Competitive Bid Borrowing or later than 180 days after the date
of such Competitive Bid Borrowing (but in no event later than the Maturity Date)), (iv) the
interest payment date or dates relating thereto (which shall be at least every three months in the
case of maturities in excess of three months), (v) whether the proposed Competitive Bid Borrowing
is to be an Absolute Rate Competitive Bid Borrowing or a Spread Competitive Bid Borrowing, (vi) the
Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then
being delivered), (vii) the sum of (I) the aggregate principal amount of all Loans outstanding at
such time (after giving effect to the proposed Competitive Bid Borrowing), (II) the aggregate
amount of all Letter of Credit Outstandings at such time and (III) the aggregate principal amount
of all other Unsecured Consolidated Total Indebtedness of Trizec at such time (after giving effect
to the proposed Competitive Bid Borrowing and the application of the proceeds therefrom), and
(viii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative
Agent shall promptly notify each Bidder Lender of each such request for a Competitive Bid Borrowing
received by it from the Borrower by telecopying to each such Bidder Lender a copy of the related
Notice of Competitive Bid Borrowing.



          (b) Each Bidder Lender shall, if in its sole discretion it elects to do so, irrevocably offer
to make one or more Competitive Bid Loans to the Borrower as part of such proposed Competitive Bid
Borrowing at a rate or rates of interest specified by such Bidder Lender in its sole discretion and
determined by such Bidder Lender independently of each other Bidder Lender, by notifying the
Administrative Agent in writing (which notice shall be promptly distributed to the Borrower,
provided that the Administrative Agent shall not be liable to any Bidder Lender or to the
Borrower for failure to distribute any such notice to the Borrower unless such failure resulted
from the gross negligence or willful misconduct on the part of the Administrative Agent (as
determined by a court of competent jurisdiction)), before 10:00 A.M. (New York time) on the date
(the “Reply Date”) which is (x) in the case of a Spread Competitive



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Bid Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing,
and (y) in the case of an Absolute Rate Competitive Bid Borrowing, two Business Days before the
date of such proposed Competitive Bid Borrowing, of the minimum amount, if any, and maximum amount
of each Competitive Bid Loan which such Bidder Lender would be willing to make as part of such
proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence
of Section 1.01(d), exceed such Lender’s Commitment) and the rate or rates of interest therefor
(specified to the nearest .0001 and which, in the case of a Spread Competitive Bid Borrowing, shall
be the Spread offered for each maturity requested in the Notice of Competitive Bid Borrowing);
provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its
sole discretion, elect to make any such offer, it shall notify the Borrower in writing of such
offer before 9:45 A.M. (New York time) on the Reply Date. If any Bidder Lender shall elect not to
make such an offer, such Bidder Lender shall so notify the Administrative Agent, before 10:00 A.M.
(New York time) on the Reply Date, and such Bidder Lender shall not be obligated to, and shall not,
make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the
failure by any Bidder Lender to give such notice shall not cause such Bidder Lender to be obligated
to, and such Bidder Lender shall not, make any Competitive Bid Loan as part of such proposed
Competitive Bid Borrowing.



          (c) The Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either




     (1) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice (in
writing or by telephone promptly confirmed in writing) to that effect (it being understood
and agreed that if the Borrower gives no such notice of cancellation and no notice of
acceptance pursuant to clause (2) below, then the Borrower shall be deemed to have canceled
such Competitive Bid Borrowing), or




     (2) accept one or more of the offers made by any Bidder Lender or Bidder Lenders
pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in
writing) to the Administrative Agent of the amount of each Competitive Bid Loan (which
amount shall be equal to or greater than the minimum amount, if any, and equal to or less
than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of
each such Bidder Lender for such Competitive Bid Borrowing) and reject any remaining offers
made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent
notice to that effect; provided, however, that acceptance of offers may only
be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate
Competitive Bid Borrowing) or Spreads (in the case of a Spread Competitive Bid Borrowing),
in each case commencing with the lowest rate so offered; and provided, further, that
if offers are made by two or more Bidder Lenders at the same rate and acceptance of all such
equal offers would result in a greater principal amount of Competitive Bid Loans being
accepted than the aggregate principal amount requested by the Borrower, the Borrower shall
have the right to accept one or more such equal offers in their entirety and reject the
other equal offer or offers or to allocate acceptance among all such equal offers (but
giving effect to the minimum amounts, if any, and maximum amounts specified for each such
offer pursuant to clause (b) above), as the Borrower may elect in its sole discretion.



-7-









 





          (d) If the Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is
canceled (or is deemed to be canceled) pursuant to clause (c)(1) above, the Administrative Agent
shall give prompt written notice thereof to the Bidder Lenders and such Competitive Bid Borrowing
shall not be made.



          (e) If the Borrower accepts one or more of the offers made by any Bidder Lender or Bidder
Lenders pursuant to clause (c)(2) above, the Administrative Agent shall in turn promptly notify (in
writing or by telephone confirmed in writing) (x) each Bidder Lender that has made an offer as
described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing
and whether or not any offer or offers made by such Bidder Lender pursuant to clause (b) above have
been accepted by the Borrower and (y) each Bidder Lender that is to make a Competitive Bid Loan as
part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Loan to be made by
such Bidder Lender as part of such Competitive Bid Borrowing.



          (f) On the last Business Day of each calendar quarter, the Administrative Agent shall notify
the Borrower and the Lenders of the aggregate principal amount of Competitive Bid Loans (if any)
outstanding at such time.



          1.05 Disbursement of Funds. No later than 12:00 Noon (New York time) on the date specified
in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 3:00 P.M. (New
York time) on the date specified pursuant to Section 1.03(b)(i), (y) in the case of Mandatory
Borrowings, no later than 1:00 P.M. (New York time) on the date specified in Section 1.01(c) or
(z) in the case of Competitive Bid Loans, no later than 12:00 Noon (New York time) on the date
specified pursuant to Section 1.04(a)) each Lender will make available its pro rata
portion (determined in accordance with Section 1.08) of each such Borrowing requested to be made on
such date (or, (x) in the case of Swingline Loans, the Swingline Lender will make available the
full amount thereof and (y) in the case of Competitive Bid Loans, the respective Bidder Lenders
which are to make such Competitive Bid Loans in accordance with Section 1.04(e) will make available
their respective amount thereof). All such amounts will be made available in Dollars and in
immediately available funds at the Payment Office, and, except for Revolving Loans made pursuant to
a Mandatory Borrowing, the Administrative Agent will make available to the Borrower at the Payment
Office, the aggregate of the amounts so made available by the Lenders to the extent of funds
actually received by the Administrative Agent. Unless the Administrative Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not intend to make
available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be
obligated to), in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such corresponding amount is not in fact made available to the Administrative Agent by
such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower
and the Borrower shall pay such corresponding amount to the Administrative Agent one Business Day
after the Administrative Agent’s demand therefor. The Administrative Agent shall also be entitled
to recover on demand from such Lender or the Borrower, as the case may



-8-









 







be, interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the Borrower until the date
such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to
(i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and
the interest rate otherwise applicable to such Loans for each day thereafter, and (ii) if recovered
from the Borrower, the rate of interest applicable to the respective Borrowing, as determined
pursuant to Section 1.09. Nothing in this Section 1.05 shall be deemed to relieve any Lender from
its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have
against any Lender as a result of any failure by such Lender to make Loans hereunder.



          1.06 Notes. (a) The obligation of the Borrower to pay the principal of, and interest on,
the Loans made by each Lender shall be evidenced (i) if Revolving Loans, by a promissory note
substantially in the form of Exhibit C-1, with blanks appropriately completed in conformity
herewith (each, a “Revolving Loan Note” and, collectively, the “Revolving Loan Notes”), and (ii) if
Swingline Loans, by a promissory note substantially in the form of Exhibit C-2, with blanks
appropriately completed in conformity herewith (the “Swingline Loan Note”). The terms of each
Competitive Bid Loan shall be evidenced by the respective correspondence between the Borrower and
the respective Bidder Lender pursuant to Section 1.04 and, unless otherwise agreed by the Borrower
and such Bidder Lender or unless the respective Bidder Lender makes a request pursuant to the
immediately succeeding sentence, Competitive Bid Loans shall not be evidenced by promissory notes.
If requested by any Bidder Lender, the Borrower agree to execute and deliver a promissory note, in
form reasonably satisfactory to the respective Bidder Lender, evidencing the Competitive Bid Loans
of such Bidder Lender to the Borrower (with any such promissory notes herein called “Competitive
Bid Notes”).



          (b) The Revolving Loan Note issued to each Lender shall (i) be duly executed and delivered by
the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of
issuance, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such
Lender (or if issued after the termination of the Revolving Loan Commitments, be in a stated
principal amount equal to the outstanding principal amount of the Revolving Loans of such Lender on
the date of the issuance thereof) and be payable in Dollars in the principal amount of Revolving
Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar
Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as
provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled
to the benefits of this Agreement and the other Credit Documents.



          (c) The Swingline Loan Note issued to the Swingline Lender shall (i) be duly executed and
delivered by the Borrower, (ii) be payable to the order of the Swingline Lender and be dated the
date of issuance, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and
be payable in Dollars in the principal amount of Swingline Loans evidenced thereby from time to
time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate
clause of Section 1.09 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to
voluntary prepayment as provided in Section 4.01 and mandatory



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repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.



          (d) Each Lender will note on its internal records the amount of each Loan made by it and each
payment in respect thereof and will prior to any transfer of any of its Notes endorse on the
reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make
any such notation or any error in such notation shall not affect the Borrower’s obligations in
respect of such Loans.



          (e) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement,
Notes shall only be delivered to Lenders which at any time (or from time to time) specifically
request the delivery of such Notes. No failure of any Lender to request or obtain a Note
evidencing its Loans to the Borrower shall affect or in any manner impair the obligation of the
Borrower to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby
in accordance with the requirements of this Agreement, and shall not in any way affect the guaranty
thereof provided pursuant to the Subsidiaries Guaranty. Any Lender which does not have a Note
evidencing its outstanding Loans shall in no event be required to make the notations otherwise
described in preceding clause (d) of this Section 1.06. At any time when any Lender requests the
delivery of a Note to evidence any of its outstanding Revolving Loans and Revolving Loan
Commitments (if any), or its outstanding Swingline Loans, or its outstanding Competitive Bid Loans,
the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the
appropriate amount or amounts to evidence such Loans and Commitments (if any).



          1.07 Conversions. The Borrower shall have the option to convert, on any Business Day
occurring after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount
of the outstanding principal amount of Loans made pursuant to one or more Borrowings of one or more
Types of Loans into a Borrowing of another Type of Loan, provided that (i) except as
otherwise provided in Section 1.11(b), Eurodollar Rate Loans may be converted into Base Rate Loans
only on the last day of an Interest Period applicable to the Loans being converted and no such
partial conversion of Eurodollar Rate Loans shall reduce the outstanding principal amount of such
Eurodollar Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount
applicable thereto, (ii) unless the Required Lenders otherwise specifically agree, Base Rate Loans
may only be converted into Eurodollar Rate Loans if no Specified Default or Event of Default is in
existence on the date of the conversion, and (iii) no conversion pursuant to this Section 1.07
shall result in a greater number of Borrowings of Eurodollar Rate Loans than is permitted under
Section 1.02. Each such conversion shall be effected by the Borrower by giving the Administrative
Agent at the Notice Office prior to 12:00 Noon (New York time) at least three Business Days’ prior
notice (each a “Notice of Conversion/Continuation”), in the form of Exhibit D,
appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Loans were made and, if to be converted into Eurodollar Rate Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent shall give each
Lender prompt notice of any such proposed conversion. Swingline Loans and Competitive Bid Loans
may not be converted pursuant to this Section 1.07.



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          1.08 Pro Rata Borrowings. All Borrowings of Revolving Loans under this Agreement shall be
incurred from the Lenders pro rata on the basis of their Revolving Loan
Commitments. All Mandatory Borrowings made pursuant to Section 1.01(c) shall be made by the
Lenders pro rata on the basis of their Percentages. It is understood that no
Lender shall be responsible for any default by any other Lender of its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans hereunder.



          1.09 Interest. (a) The Borrower agrees to pay interest in respect of the unpaid principal
amount of each Base Rate Loan from the date of the Borrowing thereof until the earlier of (x) the
maturity thereof (whether by acceleration or otherwise) and (y) the conversion of such Base Rate
Loan to a Eurodollar Rate Loan pursuant to Section 1.07, at a rate per annum which shall be equal
to the sum of the Base Rate plus the relevant Applicable Margin each as in effect from time to
time.



          (b) The Borrower agrees to pay interest in respect of the unpaid principal amount of each
Eurodollar Rate Loan from the date of the Borrowing thereof until the earlier of (x) the maturity
thereof (whether by acceleration or otherwise) and (y) the conversion of such Eurodollar Rate Loan
to a Base Rate Loan pursuant to Section 1.07, 1.10 or 1.11, as applicable, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum of the Eurodollar
Rate for such Interest Period plus the Applicable Margin as in effect from time to time during such
Interest Period.



          (c) The Borrower agrees to pay interest in respect of the unpaid principal amount of each
Competitive Bid Loan from the date of the Borrowing thereof until maturity (whether by acceleration
or otherwise) at a rate or rates per annum specified by a Bidder Lender or Bidder Lenders, as the
case may be, pursuant to Section 1.04(b) and accepted by the Borrower pursuant to Section 1.04(c).



          (d) Notwithstanding the foregoing, (i) upon the occurrence and during the continuance of an
Event of Default, all outstanding Loans shall bear interest at a rate per annum equal to the
greater of (x) the rate then borne by such Loans and (y) the sum of the Base Rate as in effect from
time to time plus 4.5%, and (ii) to the extent permitted by law, overdue interest in respect of
each Loan and any other overdue amount payable hereunder shall, in each case, bear interest at a
rate per annum equal to the sum of the Base Rate as in effect from time to time plus 4.5%.



          (e) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base
Rate Loan, in arrears on (x) December 31, 2005 and (y) each Quarterly Payment Date thereafter, (ii)
in respect of each Eurodollar Rate Loan, on the last day of each Interest Period applicable
thereto, (iii) in respect of each Competitive Bid Loan, at such times as specified in the Notice of
Competitive Bid Borrowing relating thereto and (iv) in respect of each Loan, on any repayment or
prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.



          (f) Upon each Interest Determination Date, the Administrative Agent shall determine the
Eurodollar Rate for the respective Interest Period to be applicable to Eurodollar



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Rate Loans and shall promptly notify the Borrower and the Lenders of such determination. Each
such determination shall, absent manifest error, be final and conclusive and binding on all parties
hereto.



          1.10 Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of
Conversion/Continuation in respect of the making of, or conversion into, any Eurodollar Rate Loan
(in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York
time) on the third Business Day prior to the expiration of an Interest Period applicable to such
Eurodollar Rate Loan (in the case of any subsequent Interest Period), the Borrower shall have the
right to elect, by giving the Administrative Agent notice thereof, a one, two or three month
interest period or, if consented to by the Administrative Agent and otherwise available to all of
the Lenders, a period of less than one month (each an “Interest Period”) applicable to such
Eurodollar Rate Loan, provided that:




     (i) all Eurodollar Rate Loans comprising a single Borrowing shall at all times have the
same Interest Period;




     (ii) the initial Interest Period for any Borrowing of Eurodollar Rate Loans shall
commence on the date of such Borrowing (including the date of any conversion thereto from a
Base Rate Loan) and each Interest Period occurring thereafter in respect of such Eurodollar
Rate Loans shall commence on the day on which the next preceding Interest Period applicable
thereto expires;




     (iii) if any Interest Period for a Eurodollar Rate Loan begins on a day for which there
is no numerically corresponding day in the calendar month at the end of such Interest
Period, such Interest Period shall end on the last Business Day of such calendar month;




     (iv) if any Interest Period for a Eurodollar Rate Loan would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, however, that if any Interest Period for a
Eurodollar Rate Loan would otherwise expire on a day which is not a Business Day but is a
day of the month after which no further Business Day occurs in such month, such Interest
Period shall expire on the next preceding Business Day;




     (v) unless the Required Lenders otherwise specifically agree, no Interest Period may be
selected at any time when a Specified Default or an Event of Default is then in existence;
and




     (vi) no Interest Period in respect of any Borrowing of Eurodollar Rate Loans shall be
selected which extends beyond the Maturity Date.



          If by 12:00 Noon (New York time) on the third Business Day preceding the expiration of any
Interest Period applicable to a Borrowing of Eurodollar Rate Loans, (x) the Borrower has failed to
elect a new Interest Period to be applicable to such Eurodollar Rate Loans as provided above, the
Borrower shall be deemed to have elected to continue such Eurodollar Rate Loans as a new Borrowing
of Eurodollar Rate Loans having an Interest Period of one month, or (y) the Borrower is not
permitted to elect a new Interest Period to be applicable to such



-12-









 







Eurodollar Rate Loans as provided above, the Borrower shall be deemed to have elected to
convert such Eurodollar Rate Loans into Base Rate Loans. Each deemed election under this paragraph
shall be effective as of the expiration date of such current Interest Period.



          1.11 Increased Costs, Illegality, etc. (a) In the event that any Lender shall have
determined in good faith (which determination shall, absent manifest error, be final and conclusive
and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the
Administrative Agent):




     (i) on any Interest Determination Date that, by reason of any changes arising after the
Effective Date affecting the applicable interbank market, adequate and fair means do not
exist for ascertaining the applicable interest rate on the basis provided for in the
definition of the Eurodollar Rate; or




     (ii) at any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any Eurodollar Rate Loan or
Competitive Bid Loan because of (x) any change arising after the Effective Date (or, in the
case of a Competitive Bid Loan, since the making of such Competitive Bid Loan) in any
applicable law or governmental rule, regulation, order, guideline or request (whether or not
having the force of law) or in the interpretation or administration thereof by the NAIC or
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof and including the introduction of any new law or
governmental rule, regulation, order, guideline or request, such as, for example, but not
limited to: (A) a change in the basis of taxation of payment to any Lender of the principal
of or interest on such Loans or any other amounts payable hereunder (except for changes in
the rate of tax on, or determined by reference to, the net income or profits or franchise
taxes based on net income of such Lender pursuant to the laws of the country in which it is
organized or in which its principal office or applicable lending office is located or any
subdivision thereof or therein) or (B) a change in official reserve requirements (except to
the extent included in the computation of the Eurodollar Rate) or any special deposit,
assessment or similar requirement against assets of deposits with or for the account of, or
credit extended by, any Lender (or its applicable lending office) and/or (y) other
circumstances since the Effective Date (or, in the case of a Competitive Bid Loan, since the
making of such Competitive Bid Loan) affecting the applicable interbank market or the
position of such Lender and lenders generally in such market; or




     (iii) at any time after the date of this Agreement, that the making or continuance of
any Eurodollar Rate Loan or Competitive Bid Loan has been made (x) unlawful by any law or
governmental rule, regulation or order, (y) impossible by compliance by any Lender in good
faith with any governmental request (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the Effective Date which
materially and adversely affects the applicable interbank market;


then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i)
above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and,
except in the case of clause (i) above, to the Administrative Agent of such determination (which
notice the Administrative Agent shall promptly transmit to each of the other Lenders).




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Thereafter (x) in the case of clause (i) above, Eurodollar Rate Loans and Spread Competitive Bid
Borrowings shall no longer be available until such time as the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing, Notice of Competitive Bid Borrowing or any
Notice of Conversion/Continuation given by the Borrower with respect to such Loans which have not
yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (y)
in the case of clause (ii) above, the Borrower shall, subject to the provisions of Section 13.17
(to the extent applicable), pay to such Lender, within 10 days of its written request therefor,
such additional amounts (in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in good faith shall reasonably determine) as shall be required
to compensate such Lender for such increased costs or reductions in amounts received or receivable
hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable
detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall,
absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in
the case of clause (iii) above, the Borrower shall take one of the actions specified in Section
1.11(b) as promptly as possible and, in any event, within the time period required by law.




          (b) At any time that any Eurodollar Rate Loan or Competitive Bid Loan is affected by the
circumstances described in Section 1.11(a)(ii) or (iii), the Borrower may (and, in the case of a
Eurodollar Rate Loan or Competitive Bid Loan affected by the circumstances described in Section
1.11(a)(iii), shall) either (x) if the affected Eurodollar Rate Loan or Competitive Bid Loan then
being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the
Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower
was notified by the affected Lender pursuant to Section 1.11(a)(ii) or (iii) or (y) if the affected
Eurodollar Rate Loan or Competitive Bid Loan is then outstanding, upon at least two Business Days’
written notice to the Administrative Agent, require the affected Lenders (A) in the case of a
Eurodollar Rate Loan, to convert such Eurodollar Rate Loan into a Base Rate Loan and (B) in the
case of a Competitive Bid Loan, to repay such Competitive Bid Loan in full, provided that
if more than one Lender is affected at any time as described above in this clause (b), then all
affected Lenders must be treated the same pursuant to this Section 1.11(b).



          (c) If at any time after the Effective Date any Lender determines that the introduction of or
any change (which introduction or change shall have occurred after the Effective Date) in any
applicable law or governmental rule, regulation, order, guideline, directive or request (whether or
not having the force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC or any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, will have the effect of increasing the
amount of capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender’s Commitment hereunder or its
obligations hereunder, then the Borrower agrees to pay, subject to the provisions of Section 13.17
(to the extent applicable), to such Lender, within 10 days of its written request therefor, such
additional amounts as shall be required to compensate such Lender or such other corporation for the
increased cost to such Lender or such other corporation or the reduction in the rate of return to
such Lender or such other corporation as a result of such increase of capital. In determining such
additional amounts, each Lender will act reasonably and



-14-









 







in good faith and will use averaging and attribution methods which are reasonable,
provided that such Lender’s determination of compensation owing under this Section 1.11(c)
shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each
Lender, upon determining that any additional amounts will be payable pursuant to this Section
1.11(c), will give prompt written notice thereof to the Borrower, which notice shall show in
reasonable detail the basis for calculation of such additional amounts.



          1.12 Compensation. The Borrower agrees, subject to the provisions of Section 13.17 (to the
extent applicable), to compensate each Lender, within 10 days of its written request (which request
shall set forth in reasonable detail the basis for requesting such compensation and shall be
conclusive absent manifest error), for all reasonable losses, expenses and liabilities (including,
without limitation, any loss, expense or liability incurred by reason of the liquidation or
reemployment of deposits or other funds required by such Lender to fund its Eurodollar Rate Loans
or Competitive Bid Loan, but excluding loss of anticipated profits) which such Lender may sustain:
(i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing
of, or conversion from or into, Eurodollar Rate Loans or Competitive Bid Loan does not occur on a
date specified therefor in the Notice of Borrowing, Notice of Competitive Bid Borrowing or Notice
of Conversion/Continuation (whether or not withdrawn or deemed withdrawn pursuant to Section
1.11(a)); (ii) if any repayment (including any repayment made pursuant to Section 4.01 or 4.02 or
as a result of an acceleration of the Loans pursuant to Section 10) or conversion of any Eurodollar
Rate Loans or Competitive Bid Loan occurs on a date which is not the last day of an Interest Period
or maturity date with respect thereto, as the case may be; (iii) if any prepayment of any
Eurodollar Rate Loans or Competitive Bid Loan is not made on any date specified in a notice of
prepayment given by the Borrower; or (iv) as a consequence of any election made pursuant to Section
1.11(b).



          1.13 Lending Offices. Each Lender may at any time or from time to time designate, by written
notice to the Administrative Agent to the extent not already reflected on Schedule II, one
or more lending offices (which, for this purpose, may include Affiliates of the respective Lender)
for the Loans made by such Lender hereunder; provided that, for designations made after the
Effective Date, to the extent such designation shall result in increased costs under Section 1.11,
2.06 or 4.04 in excess of those which would be charged in the absence of such designation of a
different lending office (including a different Affiliate of the respective Lender), then the
Borrower shall not be obligated to pay such excess increased costs (although the Borrower, in
accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay
the costs which would apply in the absence of such designation and any subsequent increased costs
of the type described above resulting from changes after the date of the respective designation).
Each lending office and Affiliate of any Lender designated as provided above shall, for all
purposes of this Agreement, be treated in the same manner as the respective Lender (and shall be
entitled to all indemnities and similar provisions in respect of its acting as such hereunder).
Nothing in this Section 1.13 shall affect or postpone any of the obligations of the Borrower or the
right of any Lender provided in Sections 1.11, 2.06 and 4.04.



          1.14 Requested Designation of other Lending Offices. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section
1.11(c), Section 2.06 or Section 4.04 with respect to such Lender, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to



-15-









 







designate another lending office for any Loans affected by such event, provided that such
designation is made on such terms that such Lender and its lending office suffer no economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to
the operation of such Section. Nothing in this Section 1.14 shall affect or postpone any of the
obligations of the Borrower or the rights of any Lender provided in Sections 1.11, 2.06 or 4.04.



          1.15 Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender or otherwise
defaults in its obligations to make Loans, (b) upon the occurrence of an event giving rise to the
operation of Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 2.06 or Section 4.04 with
respect to any Lender which results in such Lender charging to the Borrower increased costs in
excess of those being generally charged by the other Lenders or (c) in the case of certain refusals
by a Lender to consent to certain proposed changes, waivers, discharges or terminations with
respect to this Agreement which have been approved by the Required Lenders as (and to the extent)
provided in Section 13.12(b), the Borrower shall have the right, if no Specified Default or Event
of Default then exists (or, in the case of the preceding clause (c), no Specified Default or Event
of Default will exist immediately after giving effect to such replacement), to replace such Lender
(the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute
a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), and
each of whom shall be required to be reasonably acceptable to the Administrative Agent;
provided that (i) at the time of any replacement pursuant to this Section 1.15, the
Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to
Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the
Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and all
outstanding Loans of, and participations in Letters of Credit by, the Replaced Lender and, in
connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to
the sum of (I) the principal of, and all accrued interest on, all outstanding Loans of the Replaced
Lender, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed
to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time
and (III) all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to
Section 3.01, (y) each Issuing Lender an amount equal to such Replaced Lender’s Percentage of any
Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not
theretofore funded by such Replaced Lender to such Issuing Lender and (z) the Swingline Lender an
amount equal to such Replaced Lender’s Percentage of any Mandatory Borrowings to the extent such
amount was not theretofore funded by such Replaced Lender to the Swingline Lender and (ii) all
obligations of the Borrower due and owing to the Replaced Lender at such time (other than those
specifically described in clause (i) above in respect of which the assignment purchase price has
been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently
with such replacement. Upon the execution of the respective Assignment and Assumption Agreements,
the payment of amounts referred to above, recordation of the assignment on the Register by the
Administrative Agent pursuant to Section 13.15 and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower in
exchange for the Note or Notes held by the Replaced Lender, if any, the Replacement Lender shall
become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder,
except with respect to indemnification provisions under this Agreement (including,



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without limitation, Sections 1.11, 1.12, 2.06, 4.04, 12.06 and 13.01), which shall survive as
to such Replaced Lender.



          1.16 Additional Commitments. (a) So long as no Default or Event of Default then exists or
would result therefrom, the Borrower, in consultation with the Administrative Agent, shall have the
right at any time and from time to time on or prior to the 180th day prior to the
original Maturity Date and upon at least 30 days’ prior written notice to the Administrative Agent,
to request on one or more occasions that one or more Lenders (and/or one or more other Persons
which will become Lenders as provided below) provide Additional Commitments and, subject to the
applicable terms and conditions contained in this Agreement and the relevant Additional Commitment
Agreement, make Revolving Loans pursuant to Section 1.01; it being understood and agreed, however,
that (i) no Lender shall be obligated to provide an Additional Commitment as a result of any
request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole
discretion to provide an Additional Commitment and executed and delivered to the Administrative
Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y)
such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall not
be obligated to fund any Revolving Loans, or participate in any Letters of Credit, in excess of the
amounts provided for in Sections 1.01 or 2.03, as the case may be, before giving effect to such
Additional Commitments provided pursuant to this Section 1.16, (iv) any Lender (or, in the
circumstances contemplated by clause (viii) below, any other Person which will qualify as an
Eligible Transferee) may so provide an Additional Commitment without the consent of any other
Lender (it being understood and agreed that the consent of the Administrative Agent shall be
required if any such Additional Commitments are to be provided by a Person which is not already a
Lender, which consent shall not be unreasonably withheld or delayed), (v) each provision of
Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum
aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (viii)
below, Eligible Transferees who will become Lenders)) of at least $50,000,000, (vi) the aggregate
amount of all Additional Commitments permitted to be provided pursuant to this Section 1.16, shall
not exceed $250,000,000, (vii) the up-front fees payable to any Lender (including any Eligible
Transferee that will become a Lender as contemplated by clause (viii) below) providing an
Additional Commitment shall be as set forth in the relevant Additional Commitment Agreement, (viii)
the Borrower shall have the right, in addition to requesting the then existing Lenders to provide
Additional Commitments pursuant to this Section 1.16, to request Additional Commitments from
Persons which would qualify as Eligible Transferees hereunder, provided that any such
Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall
be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (ix) all actions
taken by the Borrower pursuant to this Section 1.16(a) shall be done in consultation with the
Administrative Agent.



          (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i)
the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which
agrees to provide an Additional Commitment (each, an “Additional Lender”) shall execute and deliver
to the Administrative Agent an Additional Commitment Agreement substantially in the form of
Exhibit M, subject to such modifications in form and substance reasonably satisfactory to
the Administrative Agent as may be necessary or appropriate (with the effectiveness of such
Additional Lender’s Additional Commitment to occur upon delivery of



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such Additional Commitment Agreement to the Administrative Agent, the payment of any fees
required in connection therewith, the satisfaction of any conditions precedent that may be set
forth in such Additional Commitment Agreement and the satisfaction of the other conditions in this
Section 1.16(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrower
shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of the
Lenders, and incur additional Revolving Loans from other Lenders, in each case so that the Lenders
continue to participate in the Revolving Loans pro rata on the basis of their
respective Revolving Loan Commitments (after giving effect to any increase in such Commitments
pursuant to this Section 1.16) and with the Borrower being obligated to pay the respective Lenders
the costs of the type referred to in (and in accordance with the provisions of) Section 1.12 as a
result of any such repayment and/or Borrowing, and (iii) the Borrower shall deliver to the
Administrative Agent an opinion, in form and substance reasonably satisfactory to the
Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative
Agent and dated such date, covering such matters similar to those set forth in the opinion of
counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.02. The
Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional
Commitment Date, and (w) on each such date, the Total Revolving Loan Commitment under, and for all
purposes of, this Agreement shall be increased by the aggregate amount of such Additional
Commitments, (x) on each such date, Schedule I shall be deemed modified to reflect the
revised Revolving Loan Commitments, (y) upon surrender of any old Revolving Loan Notes by the
respective Additional Lender (or, if lost, a standard lost note indemnity in form and substance
reasonably satisfactory to the Borrower), to the extent requested by any Additional Lender, a new
Revolving Loan Note be issued, at the expense of the Borrower, to such Additional Lender, to be in
conformity with the requirements of Section 1.06 (with appropriate modifications) to the extent
needed to reflect the revised Commitments of such Lender and (z) on each such date with respect to
all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to
the participations by the Lenders in such Letters of Credit and Unpaid Drawings to reflect the new
Percentages of the Lenders.



          1.17 Maturity Date Extension. So long as the Extension Requirements are satisfied at the
time of the delivery of the notice referred to below, the Borrower may, by a written notice
delivered to the Administrative Agent prior to (but not less than 90 days or more then 180 days
prior to) the original Maturity Date, request (pursuant to a single such request) that the original
Maturity Date be extended to the date which is one year after such original Maturity Date. So long
as the Extension Requirements are satisfied on October 31, 2008, the original Maturity Date shall
be extended on such date to October 31, 2009 without any further consent of the Lenders. The
Administrative Agent shall notify each Lender of (i) its receipt of the notice of extension
described above and (ii) the effectiveness of any extension of the original Maturity Date.



          SECTION 2. Letters of Credit.



          2.01 Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein,
the Borrower may request that an Issuing Lender issue, at any time and from time to time on and
after the Effective Date and prior to the 60th day prior to the Maturity Date, (x) for
the account of the Borrower and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations of the Borrower or any
of its



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Subsidiaries, an irrevocable standby letter of credit, in a form customarily used by such
Issuing Lender or in such other form as has been reasonably approved by such Issuing Lender and (y)
for the account of the Borrower and for the benefit of sellers of goods to the Borrower or any of
its Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing
Lender or in such other form as has been reasonably approved by such Issuing Lender (each such
letter of credit issued pursuant to this Section 2.01, a “Letter of Credit”). All Letters of
Credit shall be denominated in Dollars and shall be issued on a sight basis only; it being
understood, however, that the Borrower may by written notice (including facsimile transmission)
made to the Administrative Agent and the respective Issuing Lender as part of the respective Letter
of Credit Request, or subsequent to such Letter of Credit Request so long as such request is made
at least five Business Days’ (or such shorter period as is acceptable to such Issuing Lender) prior
to the date requested for the issuance of such Letter of Credit, require that any sight draft
drawing all or any portion of such Letter of Credit be accompanied by additional documents or
certifications, which notice shall specify a precise description of the documents and the verbatim
text of any certificates to be presented by the beneficiary of such Letter of Credit, which if
presented by such beneficiary prior to the expiration date of the Letter of Credit would require
the Issuing Lender to make a payment under such Letter of Credit, although the respective Issuing
Lender may, in its reasonable judgment, require changes in any such documents and certificates to
conform with changes in customary and commercially reasonable practice or law.



          (b) Subject to and upon the terms and conditions set forth herein, each Issuing Lender agrees
that it will, at any time and from time to time on and after the Effective Date and prior to the
60th day prior to the Maturity Date, following its receipt of the respective Letter of
Credit Request, issue for the account of the Borrower, one or more Letters of Credit as are
permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default,
provided that no Issuing Lender shall be under any obligation to issue any Letter of Credit
of the types described above if at the time of such issuance:




     (i) any order, judgment or decree of any governmental authority or arbitrator shall
purport by its terms to enjoin or restrain such Issuing Lender from issuing such Letter of
Credit or any requirement of law applicable to such Issuing Lender or any request or
directive (whether or not having the force of law) from any governmental authority with
jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender
refrain from, the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such Issuing Lender with respect to such Letter of Credit
any restriction or reserve or capital requirement (for which such Issuing Lender is not
otherwise compensated) not in effect on the Effective Date, or any unreimbursed loss, cost
or expense which was not applicable or in effect with respect to such Issuing Lender as of
the date hereof and which such Issuing Lender reasonably and in good faith deems material to
it; or




     (ii) such Issuing Lender shall have received notice from the Borrower or the Required
Lenders prior to the issuance of such Letter of Credit of the type described in the second
sentence of Section 2.03(b).



          Each Issuing Lender (unless the Issuing Lender is the Administrative Agent) agrees to provide
to the Administrative Agent by facsimile promptly on the first Business Day of



-19-









 







each week the daily aggregate Stated Amount of all Letters of Credit issued by such Issuing
Lender and outstanding during the immediately preceding week.



          (c) Schedule 2.01(c) sets forth a description of all letters of credit issued pursuant
to the Existing Credit Facility and outstanding on the Effective Date (and setting forth, with
respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of
credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount,
(v) the name of the beneficiary, (vi) the expiry date and (vii) whether such letter of credit
constitutes a standby letter of credit or a trade letter of credit). Each such letter of credit,
including any extension or renewal thereof (each, as amended from time to time in accordance with
the terms thereof and hereof, an “Existing Letter of Credit”), shall constitute a Letter of Credit
for all purposes of this Agreement, issued, for purposes of Section 2.04(a), on the Effective Date.
Any Lender hereunder which has issued an Existing Letter of Credit shall constitute an Issuing
Lender for all purposes of this Agreement.



          2.02 Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to
the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount
of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time
would exceed any of (x) $50,000,000, (y) when added to the sum of (I) the aggregate principal
amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all
Swingline Loans then outstanding, (III) the aggregate principal amount of all Competitive Bid Loans
then outstanding and (IV) the aggregate principal amount of all other Unsecured Consolidated Total
Indebtedness of Trizec, an amount equal to the Borrowing Base Amount at such time (based on the
Borrowing Base Certificate last delivered or then being delivered) or (z) when added to the sum of
(I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate
principal amount of all Competitive Bid Loans then outstanding and (III) the aggregate principal
amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan
Commitment at such time, (ii) each standby Letter of Credit shall by its terms terminate on or
before the earlier of (x) the date which occurs 12 months after the date of the issuance thereof
(although any such standby Letter of Credit may be extendible for successive periods of up to 12
months, but not beyond the fifth Business Day prior to the Maturity Date, on terms acceptable to
such Issuing Lender) and (y) five Business Days prior to the Maturity Date, and (iii) each trade
Letter of Credit shall by its terms terminate on or before the earlier of (x) the date which occurs
180 days after the date of the issuance thereof and (y) 15 days prior to the Maturity Date.



          2.03 Letter of Credit Requests; Minimum Stated Amount. (a) Whenever the Borrower desires
that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent
and the respective Issuing Lender at least five Business Days’ (or such shorter period as is
acceptable to such Issuing Lender) written notice thereof (including by way of facsimile
transmission). Each notice shall be in the form of Exhibit E (each a “Letter of Credit
Request”). Each such Letter of Credit Request may be revoked by telephonic notice by the Borrower
to the applicable Issuing Lender and the Administrative Agent at any time prior to the date of
issuance of the Letter of Credit by the applicable Issuing Lender, which revocation shall be
immediately confirmed in writing by the Borrower to such Issuing Lender and the Administrative
Agent by facsimile.



-20-









 





          (b) The making of each Letter of Credit Request shall be deemed to be a representation and
warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not
violate the requirements of, Section 2.02. Unless the respective Issuing Lender has received
notice from the Borrower or the Required Lenders before it issues a Letter of Credit that one or
more of the conditions specified in Section 6 are not then satisfied, or that the issuance of such
Letter of Credit would violate Section 2.02, then such Issuing Lender shall, subject to the terms
and conditions of this Agreement, issue the requested Letter of Credit for the account of the
Borrower in accordance with such Issuing Lender’s usual and customary practices. Upon its issuance
of or amendment to any Letter of Credit, the respective Issuing Lender shall promptly notify the
Borrower, the Administrative Agent and all other Lenders, in writing, of such issuance or amendment
and such notice shall be accompanied by a copy of the issued Letter of Credit or amendment.
Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender
Default of a Defaulting Lender exists, no Issuing Lender shall be required to issue any Letter of
Credit unless such Issuing Lender has entered into an arrangement satisfactory to it and the
Borrower to eliminate such Issuing Lender’s risk with respect to the participation in Letters of
Credit by the Defaulting Lender or Defaulting Lenders, including by cash collateralizing such
Defaulting Lender’s or Defaulting Lenders’ Percentage of the Letter of Credit Outstandings.



          (c) The initial Stated Amount of each Letter of Credit shall not be less than $100,000 or such
lesser amount as is acceptable to the respective Issuing Lender.



          2.04 Letter of Credit Participations. (a) Immediately upon the issuance by each Issuing
Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to
each Lender, other than such Issuing Lender (each such Lender, in its capacity under this Section
2.04, a “Participant”), and each such Participant shall be deemed irrevocably and unconditionally
to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided
interest and participation, to the extent of such Participant’s Percentage, in such Letter of
Credit, each drawing or payment made thereunder and the obligations of the Borrower under this
Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any
change in the Commitments or Percentages of the Lenders pursuant to Sections 1.15, 1.16 or 13.04,
it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings,
there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to
reflect the new Percentages of the assignor and assignee Lenders and/or Additional Lenders, as the
case may be.



          (b) In determining whether to pay under any Letter of Credit issued by it, no Issuing Lender
shall have an obligation relative to the other Lenders other than to confirm that any documents
required to be delivered under such Letter of Credit appear to have been delivered and that they
appear to substantially comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by any Issuing Lender under or in connection with any Letter of
Credit issued by it shall not create for such Issuing Lender any resulting liability to the
Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or
omitted to be taken with gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).



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          (c) In the event that any Issuing Lender makes any payment under any Letter of Credit issued
by it and the Borrower shall not have reimbursed such amount in full to such Issuing Lender
pursuant to Section 2.05(a), such Issuing Lender shall promptly notify the Administrative Agent,
which shall promptly notify each Participant, of such failure, and, except as provided in the
proviso of the immediately succeeding sentence, each Participant shall promptly and unconditionally
pay to such Issuing Lender the amount of such Participant’s Percentage of such unreimbursed payment
in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M.
(New York time) on any Business Day, any Participant required to fund a payment under a Letter of
Credit, such Participant shall make available to the respective Issuing Lender in Dollars such
Participant’s Percentage of the amount of such payment on such Business Day in same day funds;
provided, however, that no Participant shall be obligated to pay to the respective
Issuing Lender its Percentage of such unreimbursed amount for any wrongful payment made by such
Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court
of competent jurisdiction in a final and non-appealable decision). If and to the extent such
Participant shall not have so made its Percentage of the amount of such payment available to the
respective Issuing Lender, such Participant agrees to pay to such Issuing Lender forthwith on
demand such amount, together with interest thereon, for each day from such date until the date such
amount is paid to such Issuing Lender at the overnight Federal Funds Rate for the first three days
and at the interest rate applicable to Revolving Loans maintained as Base Rate Loans for each day
thereafter. The failure of any Participant to make available to the respective Issuing Lender its
Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its
obligation hereunder to make available to such Issuing Lender its Percentage of any such payment on
the date required, as specified above, but no Participant shall be responsible for the failure of
any other Participant to make available to such Issuing Lender such other Participant’s Percentage
of any such payment.



          (d) Whenever an Issuing Lender receives a payment of a reimbursement obligation as to which it
has received any payments from the Participants pursuant to clause (c) above, such Issuing Lender
shall pay to each Participant which has paid its Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant’s share (based upon the proportionate aggregate amount
originally funded by such Participant to the aggregate amount funded by all Participants) of the
principal amount of such reimbursement obligation and interest thereon accruing after the purchase
of the respective participations.



          (e) The obligations of the Participants to make payments to each Issuing Lender with respect
to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or
exception whatsoever (except as otherwise provided in the proviso to the second sentence of Section
2.04(c)) and shall be made in accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following circumstances:




     (i) any lack of validity or enforceability of this Agreement or any of the other Credit
Documents;



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     (ii) the existence of any claim, setoff, defense or other right which Trizec or any of
its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any
transferee of any Letter of Credit (or any Person for whom any such transferee may be
acting), the Administrative Agent, any Issuing Lender, any Participant or any other Person,
whether in connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying transaction
between Trizec or any of its Subsidiaries and the beneficiary named in any such Letter of
Credit);




     (iii) any draft, certificate or any other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect;




     (iv) the surrender or impairment of any security for the performance or observance of
any of the terms of any of the Credit Documents; or




     (v) the occurrence of any Default or Event of Default.



          2.05 Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse
each Issuing Lender, by making payment to the Administrative Agent in Dollars and in immediately
available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender
under any Letter of Credit issued by it (each such amount so paid until reimbursed, an “Unpaid
Drawing”), not later than one Business Day following receipt by the Borrower of notice of such
payment or disbursement (provided that no such notice shall be required to be given if a
Default or an Event of Default under Section 10.05 shall have occurred and be continuing, in which
case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest
or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the
amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M.
(New York time) on the date of such payment or disbursement, from and including the date paid or
disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at
a rate per annum which shall be the sum of the Applicable Margin for Revolving Loans that are
maintained as Base Rate Loans plus the Base Rate each as in effect from time to time;
provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M.
(New York time) on the third Business Day following the receipt by the Borrower of notice of such
payment or disbursement or following the occurrence of a Default or an Event of Default under
Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing
Lender (and until reimbursed by the Borrower) at a rate per annum which shall be the sum of the
Base Rate as in effect from time to time plus 4.5%, in each such case, with interest to be payable
on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under
any Letter of Credit issued by it, provided that the failure to give any such notice shall
in no way affect, impair or diminish the Borrower’s obligations hereunder.



          (b) The obligations of the Borrower under this Section 2.05 to reimburse each Issuing Lender
with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any



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Lender (including in its capacity as issuer of the Letter of Credit or as Participant),
including, without limitation, any defense based upon the failure of any drawing or payment under a
Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of such Drawing;
provided, however, that the Borrower shall not be obligated to reimburse the
respective Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of
Credit issued by it as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction
in a final and non-appealable decision).



          2.06 Increased Costs. If at any time after the Effective Date, the introduction of or any
change in any applicable law, rule, regulation, order, guideline or request or in the
interpretation or administration thereof by the NAIC or any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any
Issuing Lender or any Participant with any request or directive by the NAIC or by any such
governmental authority, central bank or comparable agency (whether or not having the force of law),
shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or
similar requirement against letters of credit issued by any Issuing Lender or participated in by
any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions
relating, directly or indirectly, to this Agreement as it pertains to Letters of Credit or their
issuance thereof or participation therein; and the result of any of the foregoing is to increase
the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any
Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or
any Participant hereunder or reduce the rate of return on its capital with respect to Letters of
Credit (except for changes in the rate of tax on, or determined by reference to, the net income or
profits or franchise taxes based on net income of such Issuing Lender or such Participant pursuant
to the laws of the country in which it is organized or in which its principal office or applicable
lending office is located or any subdivision thereof or therein), then, within 10 days of the
delivery of the certificate referred to below to the Borrower by such Issuing Lender or such
Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant
to the Administrative Agent), the Borrower agrees, subject to the provisions of Section 13.17 (to
the extent applicable), to pay to such Issuing Lender or such Participant such additional amount or
amounts as will compensate such Issuing Lender or such Participant for such increased cost or
reduction in the amount receivable or reduction on the rate of return on its capital. Each Issuing
Lender or Participant, upon determining that any additional amounts will be payable to it pursuant
to this Section 2.06, will give prompt written notice thereof to the Borrower, which notice shall
include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy
of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative
Agent), setting forth in reasonable detail the basis for the calculation of such additional amount
or amounts necessary to compensate such Issuing Lender or such Participant. The certificate
required to be delivered pursuant to this Section 2.06 shall, absent manifest error, be final and
conclusive and binding on the Borrower.



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          SECTION 3. Commitment Commission; Other Fees; Reductions of Commitments.



          3.01 Fees. (a) (i) For each day during the period from the Effective Date to but excluding
the Maturity Date (or such earlier date on which the Total Revolving Loan Commitment has been
terminated) on which the Investment Grade Condition does not exist, the Borrower agrees to pay to
the Administrative Agent for distribution to each Non-Defaulting Lender a commitment commission
(the “Revolving Loan Commitment Commission”) computed at a rate per annum for each such day equal
to the then Applicable Commitment Commission Percentage on the daily average of the Unutilized
Revolving Loan Commitment of such Lender as in effect from time to time. Accrued Revolving Loan
Commitment Commission shall be due and payable in arrears on (x) December 31, 2005, (y) each
Quarterly Payment Date thereafter and (z) the Maturity Date (or on such earlier date on which the
Total Revolving Loan Commitment shall have been terminated).



          (ii) For each day during the period from the Effective Date to but excluding the Maturity Date
(or such earlier date on which the Total Revolving Loan Commitment has been terminated) on which
the Investment Grade Condition exists, the Borrower agrees to pay to the Administrative Agent for
distribution to each Non-Defaulting Lender a facility fee (the “Revolving Loan Facility Fee”)
computed at a rate per annum for each such day equal to the then Applicable Facility Fee Percentage
on the daily average of the Revolving Loan Commitment of such Lender as in effect from time to
time. Accrued Revolving Loan Facility Fees shall be due and payable in arrears on (x) December 31,
2005, (y) each Quarterly Payment Date thereafter and (z) the Maturity Date (or on such earlier date
on which the Total Revolving Loan Commitment shall have been terminated).



          (b) The Borrower agrees to pay to the Administrative Agent for distribution to each Lender
(based on each such Lender’s respective Percentage) a fee in respect of each Letter of Credit
issued hereunder (the “Letter of Credit Fee”) for the period from and including the date of
issuance of such Letter of Credit to and including the date of termination or expiration of such
Letter of Credit, computed at a rate per annum equal to the Applicable Margin then in effect for
Revolving Loans maintained as Eurodollar Rate Loans on the daily Stated Amount of such Letter of
Credit. Accrued Letter of Credit Fees shall be due and payable in arrears on (x) December 31,
2005, (y) each Quarterly Payment Date thereafter and (z) the first day on or after the termination
of the Total Commitment upon which no Letters of Credit remain outstanding.



          (c) The Borrower agrees to pay to each Issuing Lender, for its own account, a facing fee in
respect of each Letter of Credit issued by such Issuing Lender hereunder (the “Facing Fee”) for the
period from and including the date of issuance of such Letter of Credit to and including the date
of the termination or expiration of such Letter of Credit, computed at a rate per annum equal to
1/8 of 1% on the daily Stated Amount of such Letter of Credit, provided that in any event the
minimum amount of the Facing Fee payable in any 12 month period for each Letter of Credit shall be
$500; it being agreed that, on the date of issuance of any Letter of Credit and on each anniversary
thereof prior to the termination of such Letter of Credit, if $500 will exceed the amount of Facing
Fees that will accrue with respect to such Letter of Credit for the immediately succeeding 12 month
period, the full $500 shall be payable on the date of issuance of such Letter of Credit and on each
such anniversary thereof. Except as otherwise



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provided in the proviso to the immediately preceding sentence, accrued Facing Fees shall be
due and payable in arrears on (x) December 31, 2005, (y) each Quarterly Payment Date thereafter and
(z) the first day on or after the termination of the Total Commitment upon which no Letters of
Credit remain outstanding.



          (d) The Borrower agrees to pay to each Issuing Lender, for its own account, upon each payment
under, issuance of, or amendment to, any Letter of Credit, such amount as shall at the time of such
event be the administrative charge and the reasonable expenses which such Issuing Lender is
generally imposing in connection with such occurrence with respect to letters of credit.



          (e) The Borrower agrees to pay such other fees as have been agreed to in writing by the
Borrower, DBTCA and Deutsche Bank Securities Inc.



          (f) On the date of the extension of the Maturity Date pursuant to Section 1.17, the Borrower
agrees to pay to the Administrative Agent for the account of each Lender a non-refundable cash
extension fee (the “Extension Fee”) in an amount equal to 25 basis points (0.25%) of an amount
equal to the Revolving Loan Commitment of each Lender as in effect on such date.



          3.02 Voluntary Termination of Unutilized Commitments. (a) Upon at least three Business
Days’ prior notice to the Administrative Agent at the Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty, to terminate the Total
Unutilized Revolving Loan Commitment, in each case in whole or in part, in integral multiples of
$5,000,000 in the case of partial reductions, provided that each such reduction of the
Total Unutilized Revolving Loan Commitment shall apply proportionately to permanently reduce the
Revolving Loan Commitment of each Lender with such a Commitment.



          (b) In the event of certain refusals by a Lender to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five
Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Lenders), terminate the entire
Revolving Loan Commitment of such Lender so long as all Loans, together with accrued and unpaid
interest, Fees and all other amounts owing to such Lender (other than amounts owing in respect of
any Tranche of Loans maintained by such Lender if such Loans are not being repaid pursuant to
Section 13.12(b)) are repaid concurrently with the effectiveness of such termination pursuant to
Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed
amounts), and at such time, unless the respective Lender continues to have outstanding Loans
hereunder such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except
with respect to indemnifications under this Agreement for periods when such Lender was a “Lender”
under this Agreement (including, without limitation, Sections 1.11, 1.12, 4.04, 13.01 and 13.06),
which shall survive as to such repaid Lender.



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          3.03 Mandatory Reduction of Commitments. The Total Commitment (and the Revolving Loan
Commitment of each Lender) shall terminate in its entirety on the earliest of (i) the date on which
a Change of Control occurs, (ii) the date upon which the Borrower enters into any transaction of
merger or consolidation, other than any merger or consolidation permitted by Section 9.02(a), and
(iii) the Maturity Date.



          SECTION 4. Prepayments; Payments; Taxes.



          4.01 Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans
(other than Competitive Bid Loans) without premium or penalty, in whole or in part at any time and
from time to time on the following terms and conditions: (i) the Borrower shall give the
Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office (x) in the case of
Base Rate Loans, at least one Business Day’s prior written notice (or same day notice in the case
of a prepayment of Swingline Loans) (or telephonic notice promptly confirmed in writing) of its
intent to prepay such Base Rate Loans and (y) in the case of Eurodollar Rate Loans, at least three
Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its
intent to prepay such Eurodollar Rate Loans, whether Revolving Loans and/or Swingline Loans shall
be prepaid, the principal amount of such prepayment and the Types of Loans and Tranches to be
prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to
which such Eurodollar Rate Loans were made, which notice the Administrative Agent shall promptly
transmit to each of the Lenders, (ii) each prepayment of Loans pursuant to this Section 4.01(a)
shall be in an aggregate principal amount of at least $1,000,000, provided that if any
partial prepayment of Eurodollar Rate Loans made pursuant to any Borrowing shall reduce the
outstanding Eurodollar Rate Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a
Borrowing of Eurodollar Rate Loans and any election of an Interest Period with respect thereto
given by the Borrower shall have no force or effect, (iii) each prepayment pursuant to this Section
4.01(a) in respect of any Tranche of Loans made pursuant to a Borrowing shall be applied
pro rata among such Loans, and (iv) each prepayment of Eurodollar Rate Loans made
pursuant to this Section 4.01 on a day which is not the last day of an Interest Period applicable
thereto shall be accompanied by the payment of all amounts owing in connection therewith pursuant
to Section 1.12. The Borrower shall not have the right to prepay any Competitive Bid Loan pursuant
to this Section 4.01(a) without the consent of the Lender that made such Competitive Bid Loan.



          (b) In the event of certain refusals by a Lender to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five
Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans, together
with accrued and unpaid interest, Fees and all other amounts owing to such Lender under this
Agreement (including under Section 1.12) in accordance with said Section 13.12(b) so long as (A)
the Revolving Loan Commitment, as applicable, of such Lender is terminated concurrently with such
repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to
reflect the changed Commitments) and (B) the consents required by Section 13.12(b) in connection
with the repayment pursuant to this Section 4.01(b) have been obtained.



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          4.02 Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding
principal amount of all Revolving Loans, (II) the aggregate outstanding principal amount of all
Competitive Bid Loans, (III) the aggregate outstanding principal amount of all Swingline Loans and
(IV) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan
Commitment as then in effect, the Borrower shall prepay on such day the principal of Swingline
Loans and, after all Swingline Loans have been repaid in full (or if no Swingline Loans are
outstanding), Revolving Loans in an amount equal to such excess. If, after giving effect to the
prepayment of all outstanding Swingline Loans and Revolving Loans, the sum of (I) the aggregate
outstanding principal amount of all Competitive Bid Loans and (II) the aggregate amount of all
Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the
Borrower shall prepay on such date the principal of Competitive Bid Loans in an amount equal to
such excess. If, after giving effect to the prepayment of all outstanding Loans, the aggregate
amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in
effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an
amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash
Equivalents to be held as security for all Obligations of the Borrower to each Issuing Lender and
the Lenders hereunder in a cash collateral account to be established by the Administrative Agent.



          (b) (i) If on any day (A) the sum of (I) the aggregate outstanding principal amount of all
Revolving Loans, (II) the aggregate outstanding principal amount of all Swingline Loans, (III) the
aggregate outstanding principal amount of all Competitive Bid Loans, (IV) the aggregate amount of
all Letter of Credit Outstandings and (V) the aggregate outstanding principal amount of all other
Unsecured Consolidated Total Indebtedness of Trizec exceeds the Borrowing Base Amount at such time
(based on the Borrowing Base Certificate last delivered or then being delivered) (such excess, the
“Borrowing Base Amount Deficiency”) or (B) a Default exists under Section 9.14 (such Default, a
“Section 9.14 Default”), the Borrower shall, within 10 days thereafter (or on such day to the
extent required by Section 8.13), either (x) prepay outstanding Loans and/or cash collateralize
outstanding Letters of Credit in the order provided in clause (c)(ii) below in an amount sufficient
to eliminate such Borrowing Base Amount Deficiency or to cure such Section 9.14 Default, as
applicable, (y) add one or more Borrowing Base Properties to the Borrowing Base in accordance with
the procedures set forth in this Agreement which would have the effect (i) in the case of a
Borrowing Base Amount Deficiency, of increasing the Borrowing Base Value in an aggregate amount
sufficient to eliminate such Borrowing Base Amount Deficiency or (ii) in the case of a Section 9.14
Default, of increasing the Borrowing Base Property NOI in an amount sufficient to cure such Section
9.14 Default or (z) effect a combination of the actions described in preceding clauses (x) and (y)
so as to eliminate such Borrowing Base Amount Deficiency or Section 9.14 Default, as applicable (it
being understood that, if any Default or Event of Default then exists (other than, in the case of
Section 4.02(b)(i)(A) the Default resulting from the Borrowing Base Amount Deficiency in question,
and in the case of Section 4.02(b)(i)(B) the Section 9.14 Default in question), the Borrower shall
be required to take the actions described in preceding clause (x)).



          (ii) To the extent that the Borrower elects (or is required) to prepay outstanding Loans
and/or cash collateralize outstanding Letters of Credit to eliminate any Borrowing Base Amount
Deficiency or to cure any Section 9.14 Default as provided in clause (b)(i) above, the Borrower
shall (1) first, prepay principal of outstanding Swingline Loans,



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(2) second, after all Swingline Loans have been repaid in full (or if no Swingline Loans are
outstanding), prepay principal of outstanding Revolving Loans as designated by the Borrower, (3)
third, after all Swingline Loans and Revolving Loans have been paid in full, prepay principal of
outstanding Competitive Bid Loans, and (4) fourth, pay to the Administrative Agent at the Payment
Office cash and/or Cash Equivalents and with such cash and/or Cash Equivalents to be held as
security for all Obligations of the Borrower to each Issuing Lender and the Lenders hereunder in a
cash collateral account to be established by the Administrative Agent.




          (c) Notwithstanding anything to the contrary contained in this Agreement or in any other
Credit Document, (i) all then outstanding Loans (other than Swingline Loans) shall be repaid in
full on the Maturity Date, (ii) all then outstanding Loans shall be repaid in full on the date on
which (x) the Borrower enters into any transaction of merger or consolidation (other than any
merger or consolidation permitted by Section 9.02(a)) or (y) a Change of Control occurs, (iii) each
Borrowing of Swingline Loans shall be repaid in full within five Business Days after the date of
Borrowing thereof and (iv) all then outstanding Swingline Loans shall be repaid in full on the
Swingline Expiry Date.



          (d) With respect to each repayment of Loans required by Sections 4.02(a) and (b), the Borrower
may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar
Rate Loans, the specific Borrowing or Borrowings pursuant to which such Revolving Loans were made,
provided that: (i) repayments of Eurodollar Rate Loans pursuant to this Section 4.02 may
only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Rate
Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have
been paid in full; (ii) if any repayment of Eurodollar Rate Loans constituting a single Borrowing
shall reduce the outstanding Eurodollar Rate Loans constituting such Borrowing to an amount less
than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end
of the then current Interest Period into a Borrowing of Base Rate Loans unless such Borrowing,
together with any other Revolving Loans maintained as Base Rate Loans (or portion thereof) or
Eurodollar Rate Loans converted or continued on the same date to Eurodollar Rate Loans with the
same Interest Period as the Interest Period to which such Borrowing is then being continued,
exceeds such Minimum Borrowing Amount; (iii) each repayment of any Revolving Loans made pursuant to
a Borrowing shall be applied pro rata among such Revolving Loans; and (iv) each
repayment of Competitive Bid Loans shall be applied pro rata among all outstanding Competitive Bid
Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its sole discretion.



          4.03 Method and Place of Payment. Except as otherwise specifically provided herein, all
payments under this Agreement or under any Note shall be made to the Administrative Agent for the
account of the Lender or Lenders entitled thereto not later than 1:00 P.M. (New York time) on the
date when due and shall be made in Dollars in immediately available funds at the Payment Office.
The Administrative Agent will thereafter cause to be distributed on the same day (if payment was
actually received by the Administrative Agent prior to 1:00 P.M. (New York time)) like funds
relating to the payment of principal or interest ratably to the Lenders entitled thereto. Any
payments under this Agreement or under any Note which are made later than 1:00 P.M. (New York
time) on any day shall be deemed to have been made on the next succeeding Business Day. Whenever
any payment to be made hereunder or under any



-29-









 







Note shall be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable at the applicable rate during such extension.



          4.04 Net Payments. (a) All payments made by the Borrower hereunder, under any Note or under
any other Credit Document will be made without setoff, counterclaim or other defense. Except as
provided in Section 4.04(b), all such payments will be made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by
the net income or net profits or franchise taxes based on net income of a Lender pursuant to the
laws of the country in which it is organized or the country in which the principal office or
applicable lending office of such Lender is located or any subdivision thereof or therein) and all
interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes,
levies, imposts, duties, fees, assessments or other charges being referred to collectively as
“Taxes”). If any Taxes are so levied or imposed, the Borrower agrees, subject to Section 13.17 (to
the extent applicable), to pay the full amount of such Taxes, and such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement, under any Note or under
any other Credit Document, after withholding or deduction for or on account of any Taxes, will not
be less than the amount provided for herein, in such Note or in such other Credit Document. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to
reimburse each Lender, within 10 days of the written request of such Lender, for taxes imposed on
or measured by the net income and net profits and franchise taxes imposed on net income of such
Lender pursuant to the laws of the country in which it is organized or the country in which the
principal office or applicable lending office of such Lender is located or under the laws of any
political subdivision or taxing authority of any such country in which it is organized or the
country in which the principal office or applicable lending office of such Lender is located and
for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such
Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this
sentence. If the Borrower pays any additional amount under this Section 4.04 to a Lender and such
Lender determines in its sole discretion that it has actually received or realized in connection
therewith any refund or any reduction of, or credit against, its liabilities for Taxes in or with
respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender
shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is
equal to the net benefit, after tax, which was obtained by such Lender in such year as a
consequence of such Tax Benefit; provided, however, that (i) any Lender may
determine, in its sole discretion consistent with the policies of such Lender, whether to seek a
Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of such Lender that
otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a
payment to the Borrower pursuant to this Section 4.04(a) shall be treated as Taxes for which the
Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions
or defenses; and (iii) nothing in this Section 4.04(a) shall require any Lender to disclose any
confidential information to the Borrower (including, without limitation, such Lender’s tax
returns). The Borrower will furnish to the



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Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by the Borrower. The
Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender within 10
days of its written request, for the amount of any Taxes so levied or imposed and paid by such
Lender.



          (b) Each Lender that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior
to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest
under this Agreement pursuant to Sections 1.15, 1.16 or 13.04 (unless the respective Lender was
already a Lender hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an
income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to
a complete exemption from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a “bank” (within the meaning of
Section 881(c)(3)(A) of the Code) and cannot deliver either Internal Revenue Service Form W-8ECI or
Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms)
pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit F (any
such certificate, a “Section 4.04(b)(ii) Certificate”) and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest
exemption) (or successor form) certifying to such Lender’s entitlement to a complete exemption from
United States withholding tax with respect to payments of interest to be made by the Borrower under
this Agreement and under any Note. In addition, each Lender agrees that from time to time after
the Effective Date, whenever a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and
the Administrative Agent two new accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form
W8BEN (with respect to the portfolio interest exemption) and a Section 4.04(b)(ii) Certificate, as
the case may be, and such other forms as may be required in order to confirm or establish the
entitlement of such Lender to a continued exemption from or reduction in United States withholding
tax with respect to payments by the Borrower under this Agreement and any Note, or it shall
immediately notify the Borrower and the Administrative Agent of its inability to deliver any such
Form or Certificate in which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the contrary contained
in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x)
the Borrower shall be entitled, to the extent it are required to do so by law, to deduct or
withhold income or similar taxes imposed by the United States (or any political subdivision or
taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the
account of any Lender which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has
not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant
to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or
similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the
Internal Revenue Service Forms required to be provided to the



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Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than
interest, to a Lender described in clause (ii) above, to the extent that such forms do not
establish a complete exemption from withholding of such taxes. Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set
forth in Section 13.04(b), the Borrower agrees to pay additional amounts and to indemnify each
Lender in the manner set forth in Section 4.04(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld
by it as described in the immediately preceding sentence as a result of any changes that are
effective after the Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting or withholding of
income or similar Taxes (but, in the case of any amount withheld or deducted by the government of
the United States or a political subdivision thereof, only if such Lender has provided the Borrower
the appropriate Internal Revenue Service Forms (and, if applicable, a Section 4.04(b)(ii)
Certificate) required to be provided pursuant to the foregoing provisions of this Section 4.04(b),
if entitled to a reduced rate of withholding or deduction, and in such event, the payment (whether
as an additional amount or under the indemnity) shall only be for the amount in excess of such
reduced rate of withholding or deduction).



          SECTION 5. Conditions Precedent to the Effective Date. The occurrence of the Effective Date
pursuant to Section 13.10 is subject to the satisfaction of the following conditions:



          5.01 Execution of Agreement; Notes. On or prior to the Effective Date, (i) this Agreement
shall have been executed and delivered as provided in Section 13.10 and (ii) there shall have been
delivered to the Administrative Agent for the account of each of the Lenders which has requested
the same, the appropriate Note or Notes executed by the Borrower in the amount, maturity and as
otherwise provided herein.



          5.02 Opinion of Counsel. On the Effective Date, the Administrative Agent shall have received
from DLA Piper Rudnick Gray Cary US LLP, counsel to the Credit Parties, an opinion covering the
matters set forth in Exhibit G, addressed to the Administrative Agent and each of the
Lenders and dated the Effective Date.



          5.03 Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Administrative
Agent shall have received certificates from each Credit Party, dated the Effective Date, signed by
the president, any vice-president or a Senior Financial Officer of such Credit Party and attested
to by the secretary or any assistant secretary of such Credit Party or its general partner or
managing member, as the case may be, in the form of Exhibit H with appropriate insertions,
together with copies of the certificate of incorporation and by-laws (or equivalent organizational
documents) of such Credit Party and the resolutions of such Credit Party referred to in such
certificate, and all of the foregoing shall be reasonably acceptable to the Administrative Agent.



          (b) All Company and legal proceedings and all instruments and agreements in connection with
the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably
satisfactory in form and substance to the Administrative Agent and the Lenders, and the
Administrative Agent shall have received all information and copies of all documents and papers,
including records of corporate proceedings, governmental approvals,



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good standing certificates and bring-down telegrams or facsimiles, if any, which the
Administrative Agent reasonably may have requested in connection therewith, such documents and
papers where appropriate to be certified by proper corporate or governmental authorities.



          5.04 Adverse Change, etc. (a) On or prior to the Effective Date, nothing shall have
occurred since June 30, 2005 (and neither the Administrative Agent nor the Lenders shall have
become aware of any facts, conditions or other information not previously known) which the
Administrative Agent or the Lenders shall determine has had, or could reasonably be expected to
have, a Material Adverse Effect.



          (b) All necessary governmental (domestic and foreign) and third party approvals and/or
consents in connection with the transactions contemplated by the Credit Documents and otherwise
referred to herein or therein shall have been obtained and remain in effect, and all applicable
waiting periods shall have expired without any action being taken by any competent authority which
restrains, prevents, or imposes materially adverse conditions upon, the consummation of the
transactions contemplated by the Credit Documents or otherwise referred to herein or therein.
Additionally, there shall not exist any judgment, order, injunction or other restraint issued or
filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon the transactions contemplated by the Credit Documents.



          5.05 Litigation. On the Effective Date, no litigation by any entity (private or
governmental) shall be pending or threatened with respect to this Agreement, any other Credit
Document or any documentation executed in connection herewith or therewith or the transactions
contemplated hereby or thereby, or which the Administrative Agent or the Lenders shall determine
has had, or could reasonably be expected to have, a Material Adverse Effect.



          5.06 Financial Statements. On or prior to the Effective Date, the Administrative Agent shall
have received true and correct copies of the historical financial statements referred to in Section
7.05(a), which historical financial statements shall be in form and substance satisfactory to the
Administrative Agent and the Lenders.



          5.07 Subsidiaries Guaranty. On the Effective Date, each Subsidiary Guarantor shall have duly
authorized, executed and delivered the Amended and Restated Subsidiaries Guaranty in the form of
Exhibit I (as further amended, modified or supplemented from time to time, the
“Subsidiaries Guaranty”), and the Subsidiaries Guaranty shall be in full force and effect.



          5.08 Solvency Certificate. On the Effective Date, the Borrower shall have delivered to the
Administrative Agent a solvency certificate from a Senior Financial Officer of each of the Borrower
and Trizec in the form of Exhibit J.



          5.09 Borrowing Base Certificate. On the Effective Date, the Administrative Agent shall have
received a Borrowing Base Certificate meeting the requirements of Section 8.01(j).



          5.10 Subordination Agreement. On the Effective Date, each Credit Party and each obligee in
respect of any Affiliate Debt shall have duly authorized, executed and delivered



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the Amended and Restated Affiliate Debt and Subordination Agreement in the form of Exhibit
K (as further amended, modified or supplemented from time to time, the “Subordination
Agreement”), and the Subordination Agreement shall be in full force and effect.



          5.11 Fees etc. On the Effective Date, the Borrower shall have paid to the Administrative
Agent and each Lender all costs, fees and expenses (including, without limitation, reasonable legal
fees and expenses) payable to the Administrative Agent and such Lender to the extent then due.



          5.12 Refinancing. On the Effective Date, all Indebtedness not permitted pursuant to Section
9.04, including, without limitation, all Indebtedness outstanding under the Existing Credit
Facility (other than (x) obligations pursuant to indemnification and other provisions of the
Existing Credit Facility which by their terms survive the termination of the Existing Credit
Facility and (y) reimbursement and all other obligations in respect of the Existing Letters of
Credit), shall have been repaid in full, all commitments in respect thereof shall have been
terminated and all Liens and guaranties in connection therewith shall have been terminated. The
Administrative Agent shall have received satisfactory evidence that the matters set forth in the
immediately preceding sentence have been satisfied as of the Effective Date.



          The occurrence of the Effective Date shall constitute a representation and warranty by the
Borrower to the Administrative Agent and each of the Lenders that all conditions specified in this
Section 5 exist as of that time. All of the certificates, legal opinions and other documents and
papers referred to in this Section 5, unless otherwise specified, shall be delivered to the
Administrative Agent at the Notice Office for the account of each of the Lenders and in sufficient
counterparts or copies for each of the Lenders and shall be in form and substance satisfactory to
the Administrative Agent and the Lenders.



          SECTION 6. Conditions Precedent to All Credit Events. The obligation of each Lender to make
Loans (including Loans made on the Effective Date), and the obligation of each Issuing Lender to
issue Letters of Credit (including Letters of Credit issued on the Effective Date), is subject, at
the time of each such Credit Event (except as hereinafter indicated), to the satisfaction of the
following conditions:



          6.01 Effective Date. The Effective Date shall have occurred.



          6.02 No Default; Representations and Warranties. At the time of each such Credit Event and
also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects with the same effect as though such representations and warranties
had been made on such date (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date).



          6.03 Notice of Borrowing; Letter of Credit Request. (a) Prior to the making of each Loan
(other than a Loan made pursuant to a Mandatory Borrowing, a Competitive Bid Borrowing or a
Swingline Loan), the Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03(a). Prior to the making of each Swingline



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Loan, the Swingline Lender shall have received the notice referred to in Section 1.03(b)(i).
Prior to the making of each Competitive Bid Loan, the Administrative Agent shall have received a
Notice of Competitive Bid Borrowing meeting the requirements of Section 1.04(a).



          (b) Prior to the issuance of each Letter of Credit, the Administrative Agent and the
respective Issuing Lender shall have received a Letter of Credit Request meeting the requirements
of Section 2.03.



          6.04 Change of Control. (a) A Change of Control shall not have occurred at the time of such
Credit Event.



          (b) Such Credit Event shall not occur (x) during the 60 day period referred to in clause
(i)(A) of the definition of Change of Control or (y) so long as Trizec Canada (and/or one or more
Wholly-Owned Subsidiaries of Trizec Canada) has the power to elect a majority of the directors of
Trizec at the time of such Credit Event, during the 60 day period referred to in clause (i)(y)(A)
of the definition of Trizec Canada Control Requirements; provided, however, that
this Section 6.04(b) shall not apply to such Credit Event if (A) (i) in the case of clause (i)(A)
of the definition of Change of Control, the applicable Person or “group” (within the meaning of
Sections 13(d) and 14(d) under the Exchange Act, as in effect on the Effective Date) has reduced
its beneficial ownership to less than 25% (45% in the case of the institutional lenders described
in such clause (i)(A)) on a fully diluted basis of the voting and/or economic interest in the
capital stock of Trizec at or prior to the time of such Credit Event or (ii) in the case of clause
(i)(y)(A) of the definition of Trizec Canada Control Requirements, the applicable Person or “group”
(within the meaning of Sections 13(d) and 14(d) under the Exchange Act, as in effect on the
Effective Date) has reduced its beneficial ownership to less than 25% (30% in the case of CPPIB) on
a fully diluted basis of the voting and/or economic interest in the capital stock of Trizec Canada
at or prior to the time of such Credit Event, or (B) after giving effect to such Credit Event, the
sum of (a) the aggregate outstanding principal amount of all Revolving Loans, (b) the aggregate
outstanding principal amount of all Swingline Loans and (c) the aggregate amount of all Letter of
Credit Outstandings does not exceed by more than $25,000,000 an amount equal to the sum of (i) the
aggregate outstanding principal amount of all Revolving Loans, (ii) the aggregate principal amount
of all Swingline Loans outstanding immediately prior to the commencement of any such 60 day period
and (iii) the aggregate amount of all Letter of Credit Outstandings immediately prior to the
commencement of any such 60 day period.



          SECTION 7. Representations, Warranties and Agreements. In order to induce the Lenders to
enter into this Agreement and to make the Loans, and issue (or participate in) the Letters of
Credit as provided herein, each of Trizec and the Borrower makes the following representations,
warranties and agreements, all of which shall survive the execution and delivery of this Agreement
and the making of the Loans and the issuance of the Letters of Credit, with the occurrence of the
Effective Date and each Credit Event on or after the Effective Date deemed to constitute a
representation and warranty that the matters specified in this Section 7 are true and correct in
all material respects on the Effective Date and on the date of each such Credit Event (it being
understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct in all material respects only as of such
specified date).



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          7.01 Company and Other Status. Each of Trizec, the Borrower and their respective
Subsidiaries (i) is a duly organized and validly existing Company in good standing under the laws
of the jurisdiction of its organization, (ii) has the requisite Company power and authority to own
its property and assets and to transact the business in which it is engaged and presently proposes
to engage and (iii) is duly qualified and is authorized to do business and is in good standing in
each jurisdiction where the ownership, leasing or operation of its property or the conduct of its
business requires such qualifications, except for failures to be so qualified and, in the case of
Persons other than a Credit Party, for failures to be so organized, existing or in good standing,
which, either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.



          7.02 Company Power and Authority. Each Credit Party has the requisite Company power and
authority to execute, deliver and perform the terms and provisions of each of the Credit Documents
to which it is party and has taken all necessary Company action to authorize the execution,
delivery and performance by it of each of such Credit Documents. Each Credit Party has duly
executed and delivered each of the Credit Documents to which it is a party, and each of such Credit
Documents constitutes its legal, valid and binding obligation enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting
creditors’ rights and by equitable principles (regardless of whether enforcement is sought in
equity or at law).



          7.03 No Violation. Neither the execution, delivery or performance by any Credit Party of the
Credit Documents to which it is a party, nor the occurrence of any Credit Event, nor compliance by
such Credit Party with the terms and provisions relating thereto, (i) will contravene any provision
of any Applicable Laws, (ii) will conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien upon any of the property or assets
of such Credit Party pursuant to the terms of, any indenture, mortgage, deed of trust, credit
agreement or loan agreement, or any other material agreement, contract or instrument, to which such
Credit Party is a party or by which it or any of its property or assets is bound or to which it may
be subject or (iii) will violate any provision of the certificate of incorporation or by-laws (or
other organizational documents) of such Credit Party.



          7.04 Governmental Approvals. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except (x) as have been obtained or made
on or prior to the Effective Date or (y) in the case of any Person which becomes a Credit Party
after the Effective Date, as have been obtained or made on or prior to the date on which such
Person became a Credit Party), or exemption by, any governmental or public body or authority, or
any subdivision thereof, is required to authorize, or is required in connection with, (i) the
execution, delivery and performance of any Credit Document or (ii) the legality, validity, binding
effect or enforceability of any such Credit Document.



          7.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.
(a) The consolidated balance sheets of Trizec for the fiscal year ended on December 31, 2004 and
for the six-month period ended on June 30, 2005, and the related consolidated statements of income,
cash flows and shareholders’ equity of Trizec for the fiscal



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year or six-month period ended on such dates, as the case may be, copies of which have been
furnished to the Administrative Agent and the Lenders prior to the Effective Date, present fairly
in all material respects the consolidated financial position of Trizec at the date of such balance
sheets and the consolidated results of the operations of Trizec for the periods covered thereby.
All of the foregoing historical financial statements have been prepared in accordance with GAAP.
Since June 30, 2005, there has been no change in the business, operations, property, assets,
liabilities or condition (financial or otherwise) of Trizec, Borrower or any of their respective
Subsidiaries that has had, or could reasonably be expected to have, a Material Adverse Effect.



          (b) On and as of the Effective Date, after giving effect to the transactions contemplated in
this Agreement and to all Indebtedness (including the Loans and the Guaranty) being incurred or
assumed by any Credit Party, (a) the sum of the assets, at a fair valuation, of Trizec, the
Borrower and their respective Subsidiaries taken as a whole and of each of Trizec and the Borrower
on a stand-alone basis will exceed their respective debts; (b) Trizec, the Borrower and each of
their respective Subsidiaries taken as a whole and each of Trizec and the Borrower on a stand-alone
basis have (or has) not incurred and do (does) not intend to incur, and do (does) not believe that
they (it) will incur, debts beyond their (its) ability to pay such debts as such debts mature; and
(c) Trizec, the Borrower and their respective Subsidiaries taken as a whole and each of Trizec and
the Borrower on a stand-alone basis will have sufficient capital with which to conduct their (its)
respective businesses. For purposes of this Section 7.05(b), “debt” means any liability on a
claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.



          (c) Except (i) as disclosed in the financial statements referred to in Section 7.05(a), (ii)
for liabilities arising in the ordinary course of business since June 30, 2005 and (iii) any
liabilities under this Agreement and the other Credit Documents, there were as of the Effective
Date no liabilities or obligations with respect to Trizec, the Borrower or any of their respective
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, could reasonably be expected to
have a Material Adverse Effect. As of the Effective Date, neither Trizec nor the Borrower knows of
any basis for the assertion against it, Trizec or any other Subsidiary of Trizec of any liability
or obligation of any nature whatsoever that is not disclosed in the financial statements referred
to in Section 7.05(a) which, either individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.



          (d) On and as of the Effective Date, the Projections previously delivered to the
Administrative Agent and the Lenders were prepared in good faith based upon reasonable assumptions
by management of the Borrower and reflect the actual expectations of the Borrower and Trizec for
its operations and performance for the periods covered by the Projections. On the Effective Date,
the Borrower believed that the Projections were reasonable and attainable.



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          7.06 Litigation. (a) There are no actions, suits or proceedings (including, without
limitation, any Environment Claims) pending or, to the best knowledge of the Borrower, threatened
(i) with respect to any Credit Document or the transactions contemplated thereby or (ii) that
individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.



          (b) There are no final nonappealable judgments or decrees in an aggregate amount of
$25,000,000 or more entered by a court or courts of competent jurisdiction against any Credit Party
(other than any judgment as to which, and only to the extent, a reputable and solvent insurance
company has acknowledged coverage of such claim in writing or which have been paid).



          7.07 True and Complete Disclosure. All factual information (taken as a whole) furnished by
any Credit Party in writing to the Administrative Agent or any Lender (including, without
limitation, all information contained in the Credit Documents and with respect to each Borrowing
Base Property) for purposes of or in connection with this Agreement, the other Credit Documents or
any transaction contemplated herein or therein is, and all other such factual information (taken as
a whole) hereafter furnished by or on behalf of any Credit Party in writing to the Administrative
Agent or any Lender will be, true and accurate in all material respects on the date as of which
such information is dated or certified and not incomplete by knowingly omitting to state any fact
necessary to make such information (taken as a whole) not misleading in any material respect at
such time in light of the circumstances under which such information was provided.



          7.08 Use of Proceeds; Margin Regulations. (a) All proceeds of the Loans will be used for
the general corporate purposes of the Borrower and its Subsidiaries (including, but not limited to,
making Investments and paying Dividends as, and to the extent, permitted by this Agreement);
provided, however, proceeds of Swingline Loans may not be used to repay any then
outstanding Swingline Loans.



          (b) Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of
any other Credit Event will violate or be inconsistent with the provisions of Regulation T, U or X
of the Board of Governors of the Federal Reserve System. At the time of each Credit Event
occurring on or after the Effective Date, not more than 25% of the value of either (x) the
Restricted Property taken as a whole or (y) the assets of Trizec and its Subsidiaries taken as a
whole will constitute Margin Stock.



          7.09 Tax Returns and Payments. Each of Trizec, the Borrower and each of their respective
Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority,
all Federal and all material state, local, foreign and other returns, statements, forms and reports
for taxes (the “Returns”) required to be filed by or with respect to the income, properties or
operations of Trizec, the Borrower and/or any of their respective Subsidiaries. The Returns
accurately reflect all liability for taxes of each Credit Party and each of its Subsidiaries for
the periods covered thereby except for any such taxes that, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect. Trizec, the
Borrower and each of their respective Subsidiaries has paid all material taxes payable by it other
than taxes contested in good faith and for which adequate reserves have been established in



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accordance with generally accepted accounting principles. There is no action, suit,
proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower and
Trizec, threatened by any authority regarding any taxes relating to any Credit Party or any
Subsidiary of any Credit Party which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effective.



          7.10 Subsidiaries. Schedule 7.10 sets forth, as of the Effective Date, (a) on Part A
thereof, each Subsidiary (other than an immaterial Subsidiary) of Trizec (showing the direct and
indirect ownership interests therein), and (b) on Part B thereof, each Subsidiary Guarantor
(showing the direct and indirect ownership interests therein and, in the case of any Subsidiary
Guarantor which is a Borrowing Base Property Owner or which owns an Equity Interest in a Trizec JV
which is a Borrowing Base Property Owner, the Borrowing Base Properties owned by such Subsidiary
Guarantor).



          7.11 Compliance with Applicable Laws. Each of Trizec, the Borrower and each of their
respective Subsidiaries is in compliance with all Applicable Laws in respect of the conduct of its
business and the ownership of its property (including, without limitation, all building and zoning
ordinances and codes), except such noncompliances as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



          7.12 Investment Company Act. Neither Trizec, the Borrower nor any of their respective
Subsidiaries is an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act.



          7.13 Public Utility Holding Company Act. Neither Trizec, the Borrower nor any of their
respective Subsidiaries is a “holding company,” or a “subsidiary company” of a “holding company,”
or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within
the meaning of the Public Utility Holding Company Act of 1935, as amended.



          7.14 Status as a REIT. Trizec is organized in conformity with the requirements for
qualification as a real estate investment trust under the Code. Trizec will meet all of the
requirements for qualification as a real estate investment trust under the Code for its taxable
year ending December 31, 2005 and will elect to be treated as such for such taxable year. Trizec
is or will be in a position to qualify as a real estate investment trust under the Code for each
taxable year thereafter and its proposed methods of operation will enable it to so qualify.



          7.15 Compliance with ERISA. (a) Except as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect: each Plan (and each related
trust, insurance contract or fund) is in substantial compliance with its terms and with all
applicable laws, including, without limitation, ERISA and the Code; each Plan (and each related
trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a
determination letter from the Internal Revenue Service to the effect that it meets the requirements
of Sections 401(a) and 501(a) of the Code; no Reportable Event has occurred; no Multiemployer Plan
is insolvent or in reorganization; no Plan is subject to Section 412 of the Code or Section 302 or
Title IV of ERISA; all contributions required to be made with respect to a Plan or a Multiemployer
Plan have been timely made; no member of the ERISA Group has incurred any liability (including any
indirect, contingent or secondary liability) to or on account of a Plan or



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Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or, to the knowledge of the
Borrower, expects to incur any such liability under any of the foregoing sections with respect to
any Plan or Multiemployer Plan; no condition exists which presents a material risk to any member of
the ERISA Group of incurring a liability to or on account of a Plan or Multiemployer Plan pursuant
to the foregoing provisions of ERISA and the Code; no action, suit, proceeding, hearing, audit or
investigation with respect to the administration, operation or the investment of assets of any Plan
(other than routine claims for benefits) is pending, or, to the knowledge of the Borrower, is
expected or threatened; using actuarial assumptions and computation methods consistent with Part 1
of subtitle E of Title IV of ERISA, the aggregate liabilities of the ERISA Group to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most
recent fiscal year of each such Multiemployer Plan ended prior to the date of the most recent
Credit Event, would not result in a liability; each group health plan (as defined in Section 607(1)
of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former
employees of any member of the ERISA Group has at all times been operated in compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; each group
health plan (as defined in US Code of Federal Regulations Section 160.103) which covers or has
covered employees or former employees of any member of the ERISA Group has at all times been
operated in compliance with the provisions of the Health Insurance Portability and Accountability
Act of 1996 and the regulations promulgated thereunder; no lien imposed under the Code or ERISA on
the assets of any member of the ERISA Group exists or, to the knowledge of the Borrower and Trizec,
is likely to arise on account of any Plan or Multiemployer Plan; and no member of the ERISA Group
maintains or contributes to any employee welfare benefit plan (as defined in Section 3(1) of ERISA)
which provides benefits to retired employees or other former employees (other than as required by
Section 601 of ERISA) or any Plan the obligations with respect to which could reasonably be
expected to be material.



          (b) Except as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect: each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good standing with
applicable regulatory authorities; all contributions required to be made with respect to a Foreign
Pension Plan have been timely made; no member of the ERISA Group has incurred any obligation in
connection with the termination of, or withdrawal from, any Foreign Pension Plan; and the present
value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan,
determined as of the end of the most recently ended fiscal year of Trizec on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of the assets of such
Foreign Pension Plan allocable to such benefit liabilities or, alternatively, each of the Credit
Parties has established adequate reserves for the present value of such accrued benefit
liabilities, determined as described herein, in the financial statements referred to in Section
7.05(a) hereof.



          7.16 Environmental Compliance. (a) (i) There are in effect all Environmental Approvals
which are required to be obtained under all Environmental Laws with respect to the business and
properties of Trizec, the Borrower and each of their respective Subsidiaries, except for such
Environmental Approvals the absence of which could not reasonably be expected to



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have a Material Adverse Effect and (ii) each of Trizec, the Borrower and their respective
Subsidiaries is in compliance with the terms and conditions of all such Environmental Approvals,
and is also in compliance with all other Environmental Laws or any order, decree, judgment or
injunction issued, entered or approved thereunder, except to the extent failure to comply, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect;



          (b) (i) there are no Environmental Claims pending or threatened by any Governmental Authority
with respect to any failure or alleged failure by Trizec, the Borrower or any of their respective
Subsidiaries to have any Environmental Approval required in connection with the conduct of the
business of, or properties owned, leased or operated (currently or in the past) by, Trizec, the
Borrower or any of their respective Subsidiaries, or with respect to any generation, treatment,
storage, recycling, transportation, Release or disposal of any Hazardous Material generated by
Trizec, the Borrower or any of their respective Subsidiaries, in each case to the extent that such
Environmental Claims, either individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect;



          (ii) no Hazardous Material has been Released by Trizec, the Borrower or any of their
respective Subsidiaries at any property owned, leased or operated (currently or in the past) by
Trizec, the Borrower or any of their respective Subsidiaries, in each case to the extent that such
Releases, either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect;



          (iii) no friable asbestos is present at any of the properties owned, leased or operated by
Trizec, the Borrower or any of their respective Subsidiaries to the extent that such presence of
asbestos, either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect;



          (iv) there are no underground storage tanks for Hazardous Material at any properties currently
owned, leased or operated by Trizec, the Borrower or any of their respective Subsidiaries to the
extent that such tanks, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect; and



          (v) there are no other facts, circumstances or conditions relating to environmental matters of
Trizec, the Borrower or any of their respective Subsidiaries, their operations or their currently
owned, leased or operated properties which, either individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.



          7.17 Patents, Trademarks, etc. Each of Trizec, the Borrower and each of their respective
Subsidiaries has obtained and holds in full force and effect all patents, trademarks, service
marks, trade names, copyrights and other such rights, free from burdensome restrictions, which are
necessary for the operation of its business as presently conducted, the absence or impairment of
which, either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.



          7.18 No Default. No Default or Event of Default is in existence. Neither Trizec, the
Borrower nor any of their respective Subsidiaries is in default in any material respect beyond



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any applicable grace period under or with respect to any other material agreement, instrument
or undertaking to which it is a party or by which it or any of its property is bound in any
respect, the existence of which default, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.



          7.19 Licenses, etc. Each of Trizec, the Borrower and each of their respective Subsidiaries
has obtained and holds in full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditations, easements, rights of way and other consents and
approvals which are necessary for the operation of its businesses as presently conducted, the
absence of which, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.



          7.20 No Burdensome Restrictions. Neither Trizec, the Borrower nor any of their respective
Subsidiaries is a party to any agreement or instrument or subject to any other obligation or any
charter or corporate or partnership restriction, as the case may be, which, either individually or
in the aggregate, could reasonably be expected to have a Material Adverse Effect.



          7.21 Labor Matters. Neither Trizec, the Borrower nor any of their respective Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected, either individually or in
the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice complaint
pending against Trizec, the Borrower or any of their respective Subsidiaries or, to the knowledge
of the Borrower and Trizec, threatened against Trizec, the Borrower or any of their respective
Subsidiaries, before the National Labor Relations Board (or any foreign equivalent thereof), and no
grievance or arbitration proceeding arising out of or under any collective bargaining agreement is
so pending against Trizec, the Borrower or any of their respective Subsidiaries or, to the
knowledge of Trizec and the Borrower, threatened against Trizec, the Borrower or any of their
respective Subsidiaries, (ii) no strike, labor dispute slowdown or stoppage pending against Trizec,
the Borrower or any of their respective Subsidiaries or to the knowledge of the Borrower,
threatened against Trizec, the Borrower or any of their respective Subsidiaries, and (iii) no union
representation question exists with respect to the employees of Trizec, the Borrower or any of
their respective Subsidiaries, except (with respect to any matter specified in clause (i), (ii) or
(iii) above, either individually or in the aggregate) such as could not reasonably be expected to
have a Material Adverse Effect.



          7.22 Insurance. Each of Trizec, the Borrower and their respective Subsidiaries maintains
property insurance in respect of all Real Estate Assets and other Property owned, leased or
operated by it, as well as comprehensive general liability insurance (including “builders’ risk”)
against claims for personal and bodily injury and/or death, to one or more persons, or property
damage, as well as workers’ compensation insurance, in each case with insurers having an A.M. Best
policyholders’ rating of not less than A-VIII (or, in the case of earthquake and terrorism
insurance, with responsible and reputable insurers or with an insurance company Affiliate of Trizec
whose specific objective is to insure risks emanating from Trizec and its Consolidated Entities and
Unconsolidated Entities) and in amounts and coverage that prudent owners of assets such as such
Real Estate Assets and other Property would maintain (it being understood that, in any event, all
property insurance maintained on each of the Borrowing Base Properties is at 100% of replacement
cost). The Administrative Agent, on its own behalf and on behalf of the Lenders, has been listed
as an additional insured in respect of all



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comprehensive general liability insurance maintained by Trizec and its Subsidiaries.
Schedule 7.22 sets forth, as of the Effective Date, a list of all insurance maintained by
Trizec and its Subsidiaries, with the amounts insured (and any deductibles) set forth therein.



          7.23 Capitalization. All outstanding shares of capital stock of each of Trizec, the Borrower
and the Subsidiary Guarantors have been duly and validly issued and are fully paid and
non-assessable. No Subsidiary Guarantor has outstanding any capital stock or other securities
convertible into or exchangeable for its capital stock or any rights to subscribe for or to
purchase, or any options for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its
capital stock, except for options, warrants and rights to purchase shares held by Trizec or the
Borrower or any Wholly-Owned Subsidiary of Trizec or the Borrower or, in the case of (x) any
Subsidiary Guarantor which is not a Wholly-Owned Subsidiary (or may in the future become a
Subsidiary which is not a Wholly-Owned Subsidiary) and (y) a Borrowing Base Property Owner which is
not Wholly-Owned by a Subsidiary of Trizec (or may in the future become a Borrowing Base Property
Owner which is not Wholly-Owned by a Subsidiary of Trizec), by any other Person so long as the
Borrowing Base Property or Borrowing Base Properties would not fail to satisfy all of the Borrowing
Base Property Conditions if Trizec or the Borrower or such Wholly-Owned Subsidiary of Trizec or the
Borrower and such Person fully exercised such options, warrants and rights to purchase shares.



          7.24 Properties. Each Borrowing Base Property as of the Effective Date, and the nature of
the interest therein, is set forth in Schedule 7.10. Each Credit Party and each of its
Subsidiaries has good and indefeasible title to all material properties owned by it (including each
Borrowing Base Property which is owned in fee), and a valid leasehold interest in all material
property leased by it (including each Borrowing Base Property which is subject to a ground lease),
including (in each case) all material property reflected in the most recent historical balance
sheets referred to in Section 7.05(a) (except (x) as sold or otherwise disposed of since the date
of such balance sheet in the ordinary course of business or as permitted by the terms of this
Agreement or (y) in the case of any such Person that is not a Credit Party, to the extent that any
failure to have such good and indefeasible title or valid leasehold interest in any property,
either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect), free and clear, in the case of any Restricted Property, of all Liens, other than
Permitted Liens. Each Borrowing Base Property Owner which is not a Credit Party has good and
indefeasible title to all Borrowing Base Properties owned by it and a valid leasehold interest in
all Borrowing Base Properties ground leased by it, free and clear of all Liens other than Permitted
Liens. The Borrowing Base Properties satisfy the Borrowing Base Property Conditions (except for
any Excluded Borrowing Base Property to the extent set forth in Section 8.13(d)).



          SECTION 8. Affirmative Covenants. Each of the Borrower and Trizec hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment and all Letters of
Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case together with
interest thereon) and all other Obligations are paid in full:



          8.01 Information Covenants. The Borrower will furnish to the Administrative Agent and each
Lender:



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          (a) Quarterly Financial Statements. Within 90 days after the close of each of the
first three quarterly accounting periods in each fiscal year of Trizec (or, if sooner, within five
Business Days after same are filed with the SEC), (i) the consolidated balance sheet of Trizec as
at the end of such quarterly accounting period and the related consolidated statements of income
and retained earnings and statement of cash flows for such quarterly accounting period and for the
elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in
each case setting forth comparative figures as of the end of and for the related periods in the
prior fiscal year, all of which shall be certified by a Senior Financial Officer of Trizec that
they fairly present in all material respects in accordance with GAAP the consolidated financial
condition of Trizec as of the dates indicated and the results of its operations for the periods
indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (ii)
management’s discussion and analysis of the important operational and financial developments during
such quarterly accounting period (it being understood and agreed that, the delivery by Trizec to
the Administrative Agent and each of the Lenders of Trizec’s Form 10-Q report (including all
exhibits and attachments thereto, other than those exhibits and attachments which have been
incorporated in such Form 10-Q report by reference and have been previously filed with the SEC) as
filed with the SEC for the respective quarterly accounting period within the time period otherwise
required by this Section 8.01(a) and certified by a Senior Financial Officer of Trizec shall
satisfy Trizec’s obligations under this Section 8.01(a)).



          (b) Annual Financial Statements. (A) Within 120 days after the close of each fiscal
year of Trizec (or, if sooner, within five Business Days after same are filed with the SEC), (i)
the consolidated balance sheet of Trizec as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and of cash flows for such fiscal year
setting forth comparative figures as of the end of and for the preceding fiscal year and certified
by PricewaterhouseCoopers LLP, any other currently existing “Big Four” independent certified public
accounting firm or such other independent certified public accountants of recognized national
standing reasonably acceptable to the Administrative Agent, and (ii) management’s discussion and
analysis of the important operational and financial developments during such fiscal year (it being
understood and agreed that the delivery by Trizec to the Administrative Agent and each of the
Lenders of Trizec’s Form 10-K report (including all exhibits and attachments thereto, other than
those exhibits and attachments which have been incorporated in such Form 10-K report by reference
and have been previously filed with the SEC) as filed with the SEC for the respective fiscal year
within time period otherwise required above by this Section 8.01(b)(A) and certified to by a Senior
Financial Officer of Trizec and containing the accountant’s certification and report as described
above shall satisfy Trizec’ s obligations under this Section 8.01(b)(A)).



          (B) Within 90 days after the close of each fiscal year of Trizec, (i) a complete lease rent
roll for each of the Borrowing Base Properties, certified by a Senior Financial Officer of the
Borrower to be true and correct in all material respects and (ii) complete operating statements
(including occupancy statements and statements of Net Operating Income) for the Borrowing Base
Properties (on an individual basis) for such fiscal year, all of which shall be certified by a
Senior Financial Officer of the Borrower that they fairly present in all material respects in
accordance with GAAP such operating information.



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          (c) Notice of Certain Capital Events. As soon as possible and in any event within 10
Business Days after the occurrence thereof, written notice (in reasonable detail) of any of the
following events:




     (i) any incurrence or issuance of Indebtedness by any Credit Party of $50,000,000 or
more (other than intercompany Indebtedness among Trizec and the Borrower or among Trizec
and/or the Borrower and any Subsidiaries of Trizec which is eliminated in the consolidated
financial statements of Trizec or the Borrower);




     (ii) any incurrence or issuance of Indebtedness for borrowed money by any Subsidiary of
Trizec that is not a Credit Party of $50,000,000 or more to the extent that all or any
portion of such Indebtedness is Recourse to a Credit Party (other than intercompany
Indebtedness among Trizec and the Borrower or among Trizec and/or the Borrower and any
Subsidiaries of Trizec which is eliminated in the consolidated financial statements of
Trizec or the Borrower);




     (iii) any Asset Sale or purchase of assets by Trizec or any Subsidiaries of Trizec of
$50,000,000 or more; and




     (iv) any equity issuance of, or capital contribution to, Trizec or any Subsidiary of
Trizec of $100,000,000 or more (other than equity contributions made to Trizec or to a
Subsidiary of Trizec to the extent made by Trizec or another Subsidiary of Trizec).



          (d) Budgets. No later than 30 days following the first day of each fiscal year of the
Borrower, (i) complete operating budgets in the forms customarily prepared by the Borrower or the
Borrowing Base Property Owners for each of the Borrowing Base Properties (on an individual basis)
for such fiscal year, and (ii) a complete operating budget for the Borrower and its Consolidated
Entities on a consolidated basis in the form customarily prepared by the Borrower (i) for each of
the four fiscal quarters of such fiscal year prepared in detail and (ii) for the immediately
succeeding fiscal year prepared in summary form, in each case setting forth, with appropriate
discussion, the principal assumptions upon which such budgets are based.



          (e) Officer’s Certificates. At the later of (x) the time of the delivery of the
financial statements provided for in Sections 8.01(a) and (b) and (y) 60 days after the close of
the accounting period to which such financial statements relate, (i) a Compliance Certificate of a
Senior Financial Officer of the Borrower to the effect that no Default or Event of Default has
occurred and is continuing or, if any Default or Event of Default has occurred and is continuing,
specifying the nature and extent thereof, which certificate shall set forth (in reasonable detail)
the calculations required to establish (i) whether Trizec, the Borrower and their respective
Subsidiaries (as applicable) were in compliance with the provisions of Sections 8.11, 9.01(h),
9.02(b), 9.03(b), 9.06, and 9.10 through 9.14, inclusive, in each case, at the end of such period,
and (ii) the calculations and, if applicable, the Applicable Credit Rating required to establish
the Applicable Margin and, if applicable, the Applicable Facility Fee Percentage for the respective
Pricing Period.



          (f) Notice of Default, Litigation or Material Adverse Effect. Promptly, and in any
event within five (5) Business Days after an executive or financial officer of Trizec or the



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Borrower obtains actual knowledge thereof, notice of (i) the occurrence of any event which
constitutes a Default or an Event of Default, (ii) any litigation or governmental investigation or
proceeding (including, without limitation, any Environmental Claim) pending (x) against Trizec, the
Borrower or any of their respective Subsidiaries with respect to any material Indebtedness of
Trizec, the Borrower or any of their respective Subsidiaries which could reasonably be expected to
have a Material Adverse Effect or (y) with respect to any Credit Document, (iii) any other event,
change or circumstance that has had, or could reasonably be expected to have, a Material Adverse
Effect or (iv) the commencement of the 60 day period referred to in clause (i)(A) of the definition
of Change of Control or the 60 day period referred to in clause (i)(y)(A) of the definition of
Trizec Canada Control Requirements.



          (g) Other Reports and Filings. Promptly after the filing or delivery thereof, copies
of all other financial information, proxy materials and reports, if any, which Trizec, the Borrower
or any of their respective Subsidiaries shall publicly file with the Securities and Exchange
Commission or any successor thereto (the “SEC”), or shall deliver to its shareholders.



          (h) ERISA. As soon as possible and, in any event, within twenty (20) days after any
member of the ERISA Group knows or has reason to know of the occurrence of any of the following to
the extent that any such occurrence, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, a certificate of a Senior Financial Officer of the
Borrower setting forth the full details as to such occurrence and the action, if any, that such
member of the ERISA Group is required or proposes to take, together with any notices required or
proposed to be given or filed by such member of the ERISA Group to or with the PBGC or any other
government agency, or a Plan or Multiemployer Plan participant and any notices received by such
member of the ERISA Group from the PBGC or any other government agency, or a Plan or Multiemployer
Plan participant with respect thereto: that a Reportable Event has occurred (except to the extent
that the Borrower has previously delivered to each Lender a certificate and notices (if any)
concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined
in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance
reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1)
thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur with respect to such Plan within the
following 30 days; that an accumulated funding deficiency, within the meaning of Section 412 of the
Code or Section 302 of ERISA, has been incurred or an application may be or has been made for a
waiver or modification of the minimum funding standard (including any required installment
payments) or an extension of any amortization period under Section 412 of the Code or Section 303
or 304 of ERISA with respect to a Plan or Multiemployer Plan; that any contribution required to be
made with respect to a Plan, Multiemployer Plan or Foreign Pension Plan has not been timely made;
that a Plan or Multiemployer Plan has been or may be terminated, reorganized, partitioned or
declared insolvent under Title IV of ERISA; that a Plan has an Unfunded Current Liability; that
proceedings may be or have been instituted to terminate or appoint a trustee to administer a Plan
which is subject to Title IV of ERISA; that a proceeding has been instituted pursuant to Section
515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that any member of the
ERISA Group will or may incur any liability (including any indirect, contingent, or secondary
liability) to or on account of the termination of or withdrawal from a Plan or Multiemployer Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or



-46-









 







with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section
409, 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1)
of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that any member of
the ERISA Group may incur any liability pursuant to any employee welfare benefit plan (as defined
in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. The
Borrower will deliver to the Administrative Agent and each of the Lenders copies of any records,
documents or other information that must be furnished to the PBGC with respect to any Plan pursuant
to Section 4010 of ERISA. The Borrower will also deliver to the Administrative Agent and each of
the Lenders a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of
each Plan (including, to the extent required, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and information) required to be
filed with the Internal Revenue Service. In addition to any certificates or notices delivered to
the Administrative Agent and the Lenders pursuant to the first sentence hereof, copies of annual
reports and any records, documents or other information required to be furnished to the PBGC or any
other government agency, and any material notices received by Trizec, any Subsidiary of Trizec or
any ERISA Group member with respect to any Plan or Foreign Pension Plan or received from any
government agency or plan administrator or sponsor or trustee with respect to any Multiemployer
Plan, shall be delivered to the Administrative Agent and the Lenders no later than ten (10) days
after the date such annual report has been filed with the Internal Revenue Service or such records,
documents and/or information has been furnished to the PBGC or any other government agency or such
notice has been received by Trizec, the Borrower, the Subsidiary or any ERISA Group member, as
applicable. Each member of the ERISA Group shall ensure that all Foreign Pension Plans
administered by it or into which it makes payments obtains or retains (as applicable) registered
status under and as required by applicable law and is administered in a timely manner in all
respects in compliance with all applicable laws except where the failure to do any of the foregoing
could not reasonably be expected to have a Material Adverse Effect.



          (i) Environmental. As soon as possible and in any event within 10 Business Days after
the Borrower or any of its Subsidiaries obtains knowledge of any of the following, written notice
of (i) any written notice, claim, complaint or order to the effect that Trizec, the Borrower or any
of their respective Subsidiaries is or may be liable to any Person as a result of any event,
circumstance or occurrence under any Environmental Law, including the Release by Trizec, the
Borrower, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into
the environment or requiring that action be taken to respond to or clean up a Release of Hazardous
Materials into the environment, (ii) any condition or occurrence on (a) any Borrowing Base Property
or Excluded Borrowing Base Property or (b) any other Real Estate Asset which is owned, leased or
operated directly or indirectly by Trizec, the Borrower or any of their respective Subsidiaries
that (x) results in non-compliance by Trizec, the Borrower or any of their respective Subsidiaries
or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset
was a Borrowing Base Property hereunder) with any applicable Environmental Law, (y) could
reasonably be anticipated to form the basis of an Environmental Claim against Trizec, the Borrower
or any of their respective Subsidiaries, or any other Person that is or was a Borrowing Base
Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) or (z) could
reasonably be anticipated to cause such Borrowing Base Property or other Real Estate Asset to be
subject to any restrictions on the



-47-









 







ownership, lease, occupancy, use or transferability by Trizec, the Borrower or any of their
respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner (while
such Real Estate Asset was a Borrowing Base Property hereunder) of its interest in such Real Estate
Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any
violation of any Environmental Law or any Environmental Approval by Trizec, the Borrower or any of
their respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner
(while such Real Estate Asset was a Borrowing Base Property hereunder) or (iv) the taking of any
removal or remedial action in response to the actual or alleged presence of any Hazardous Materials
on any Borrowing Base Property or Excluded Borrowing Base Property or other Real Estate Asset
currently owned, leased or operated directly or indirectly by Trizec, the Borrower or any of their
respective Subsidiaries or any other Person that is or was a Borrowing Base Property Owner (while
such Real Estate Asset was a Borrowing Base Property hereunder). Notwithstanding anything to the
contrary contained in the immediately preceding sentence, notices of events of the type described
above shall not be required to be given with respect to any event where the respective event could
not be reasonably expected to have a Material Adverse Effect.



          (j) Borrowing Base Certificate. (i) On the Effective Date, (ii) no later than the
45th day after the end of each fiscal quarter of Trizec, (iii) on each Addition Date,
(iv) on each Release Date, (v) on each date on which the Borrower designates a Borrowing Base
Property as an Excluded Borrowing Base Property pursuant to Section 8.13(d), (vi) on each date on
which a Subsidiary Guarantor that is a Wholly-Owned Subsidiary of the Borrower ceases to be a
Wholly-Owned Subsidiary, and (vii) on each date the Borrower delivers a Consolidated Total
Indebtedness Election Notice pursuant to Section 9.10, a borrowing base certificate in the form of
Exhibit L (each, a “Borrowing Base Certificate”) (which shall, in the case of the Borrowing
Base Certificate delivered on the Effective Date, demonstrate compliance with Section 9.14 on the
Effective Date), in each case certified by a Senior Financial Officer of the Borrower.



          (k) Notice of Claims Against Borrowing Base Properties. Without limiting the
provisions of Sections 8.01(f)(ii) and 8.01(i), promptly, and in any event within five (5) Business
Days after an executive or financial officer of the Borrower obtains actual knowledge thereof, (i)
notice of any setoff, claims, withholdings or other defenses to which any of the Borrowing Base
Properties or any of the Borrowing Base Property Owners are subject which could reasonably be
expected to have an adverse impact in any material respect on the value of the Borrowing Base
Properties taken as a whole, or (ii) notice of any event, circumstance or other matter for which
notice is required to be delivered pursuant to Section 8.01(f)(ii) or 8.01(i) insofar as same
related to any Borrowing Base Property or any such Borrowing Base Property Owner which could
reasonably be expected to have an adverse impact in any material respect on the value of the
Borrowing Base Properties taken as a whole.



          (l) Funds From Operations. In the event that the definition of “Funds From
Operations” is revised by the Board of Governors of the National Association of Real Estate
Investment Trusts, a report, certified by a Senior Financial Officer of Trizec, of the “Funds From
Operations” of Trizec based on the definition as in effect on the Effective Date and based on the
definition as so revised from time to time.



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          (m) Other Information. From time to time, such other information or documents
(financial or otherwise and including, without limitation, rent rolls and other property specific
information for the Borrowing Base Properties (including, without limitation, property specific
information for determining the Borrowing Base Property NOI) and outstanding Indebtedness of
Trizec, the Borrower and their respective Subsidiaries) with respect to Trizec, the Borrower and
their respective Subsidiaries (or properties owned by such Persons and/or any other Borrowing Base
Property Owner) as the Administrative Agent or any Lender (through the Administrative Agent) may
reasonably request, so long as the disclosure of such information could not result in a violation
of, or expose Trizec, the Borrower or any of their respective Subsidiaries to any material
liability under, any Applicable Laws or any agreements with unaffiliated third parties that are
binding on Trizec, the Borrower or any of their respective Subsidiaries or on any property of any
of them.



          8.02 Books, Records, Inspections and Annual Meetings. (a) Each of the Borrower and Trizec
will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which
full, true and correct entries in conformity with GAAP and all requirements of law shall be made of
all dealings and transactions in relation to its business and activities. Upon reasonable prior
notice, the Borrower and Trizec will permit officers and designated representatives of the
Administrative Agent or any Lender to visit and inspect, during regular business hours and under
guidance of officers of the Borrower or its Subsidiaries, the Borrowing Base Properties and any of
the other properties of Trizec, the Borrower or any of their respective Subsidiaries, and, so long
as the disclosure of such information could not result in a violation of, or expose Trizec, the
Borrower or any of their respective Subsidiaries to any material liability under, any Applicable
Laws, or any agreements with unaffiliated third parties that are binding on Trizec, the Borrower or
any of their respective Subsidiaries or on any property of any of them, to examine the books of
account of Trizec, the Borrower and their respective Subsidiaries and discuss the affairs, finances
and accounts of Trizec, the Borrower and their respective Subsidiaries with its officers and
independent accountants, all at such reasonable times and intervals and to such reasonable extent
as the Administrative Agent or such Lender may reasonably request. Any Lender requesting any such
visit, inspection, examination or discussion shall coordinate same with the Administrative Agent.



          (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower,
the Borrower will, at the request of the Administrative Agent, hold an annual meeting with all of
the Lenders, at which meeting will be reviewed the financial results of Trizec, the Borrower and
their respective Subsidiaries for the previous fiscal year and the budgets presented for the
current fiscal year of Trizec.



          8.03 Maintenance of Property; Insurance; Casualty and Condemnation; Restoration; and
Renovations. (a) Each of the Borrower and Trizec will, and will cause each of its Subsidiaries
to, keep all of its material properties that are used or useful in the conduct of its business
(including, in any event, each Borrowing Base Property) in good repair, working order and
condition, subject to ordinary wear and tear and damage from casualty which is being diligently
repaired. Each of Trizec and the Borrower will cause each Borrowing Base Property Owner which is
not a Credit Party to keep each Borrowing Base Property owned or ground leased by it in good
repair, working order and condition, subject to ordinary wear and tear and damage from casualty
which is being diligently repaired.



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          (b) Each of the Borrower and Trizec will, and will cause each of its Subsidiaries to, (i)
maintain insurance as specified in Section 7.22 with insurers meeting the qualifications described
therein, and (ii) furnish to the Administrative Agent from time to time, upon written request,
certificates of insurance and such other information relating to such insurance as the
Administrative Agent may reasonably request.



          8.04 Ownership of Real Estate Assets; Ownership of Borrower and Holdings. (a) Neither
Trizec nor the Borrower will own or lease any Real Estate Asset directly. Any Real Estate Asset in
which Trizec or the Borrower owns an indirect interest shall be owned or leased at all times by
either (i) Holdings or (ii) another Subsidiary or other Consolidated Entity of the Borrower or by
an Unconsolidated Entity of the Borrower.



          (b) The Borrower shall at all times be a limited liability company in which (i) Trizec or a
Wholly-Owned Subsidiary of Trizec shall be at all times the managing member and (ii) Trizec and/or
such Wholly-Owned Subsidiary of Trizec shall at all times own not less than 66 2/3% of the Equity
Interests of the Borrower and control all financing, sale and other material decisions relating to
the Borrower with no veto rights in any minority equity owner therein or any other Person.



          (c) The Borrower shall at all times own 100% of the Equity Interests of Holdings and control
all financing, sale and other material decisions relating to Holdings with no veto rights in any
Person.



          8.05 Compliance with Applicable Laws and Authorizations. Each of the Borrower and Trizec
will, and will cause each of its Subsidiaries and any other Person which is a Borrowing Base
Property Owner to, comply with all Applicable Laws (including, without limitation, Environmental
Laws, all zoning and building codes and ERISA and the rules and regulations thereunder) and
Authorizations except where non-compliance, either individually or in the aggregate, could not be
reasonably expected to have a Material Adverse Effect.



          8.06 Company Existence and Franchises, etc. Each of the Borrower and Trizec will, and will
cause each of its Subsidiaries to, do or cause to be done, all things necessary to preserve and
keep in full force and effect its Company existence and its rights, franchises, licenses and
patents; provided, however, that (i) nothing in this Section 8.06 shall require any
Subsidiary of Trizec which is not a Credit Party to preserve and keep in full force and effect its
Company existence where any such event, either individually or in the aggregate, could not
reasonably be expected to result in a Default or an Event of Default or where any such event,
either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, (ii) nothing in this Section 8.06 shall prevent the withdrawal by Trizec or any of
its Subsidiaries of its qualification as a foreign Company in any jurisdiction where such
withdrawal, either individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect and (iii) neither Trizec nor any Subsidiary of Trizec shall be obligated to
maintain any such right, franchise, license or patent in the event Trizec or such Subsidiary, as
the case may be, has determined in its reasonable business judgment, that the maintenance of such
right, franchise, license or patent is no longer necessary or desirable in the conduct of its
business.



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          8.07 Performance of Obligations. Each of the Borrower and Trizec will, and will cause each
of its Subsidiaries to, perform all of its obligations under the terms of each material agreement,
contract or instrument (other than any such material agreement, contract or instrument governing
Indebtedness) by which it is bound, except such non-performances as could not, either individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.



          8.08 Payment of Taxes. Each of the Borrower and Trizec will, and will cause each of its
Subsidiaries to, pay and discharge, or cause to be paid and discharged, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or upon the Borrowing
Base Properties and any other properties belonging to it, in each case on a timely basis, and all
lawful claims which, if unpaid, might become a Lien upon any properties of the Borrower or any such
Subsidiary; provided that neither Trizec nor any Subsidiary of Trizec will be required to
pay any such tax, assessment, charge, levy or claim which (x) is being contested in good faith and
by appropriate proceedings if it has maintained adequate reserves with respect thereto in
accordance with GAAP or (y) either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect and so long as no Default or Event of Default under
Section 9.01 shall occur as a result thereof.



          8.09 Use of Proceeds. The Borrower will use all proceeds from each Credit Event only as
provided in Section 7.08.



          8.10 End of Fiscal Years; Fiscal Quarters. Each of the Borrower and Trizec will, for
financial reporting purposes, cause (i) each of its fiscal years and fourth fiscal quarters to end
on December 31 of each year and (ii) each of its first three fiscal quarters to end on the last day
of March, June and September of each year.



          8.11 Interest Rate Protection. Each of the Borrower and Trizec will, and/or will cause each
of its Subsidiaries which are the primary obligors on Indebtedness to, maintain Interest Rate
Hedges on a notional amount of Indebtedness for borrowed money of Trizec, the Borrower and their
respective Subsidiaries (other than Intercompany Indebtedness) which, when added to the aggregate
principal amount of Indebtedness for borrowed money of Trizec, the Borrower and their respective
Subsidiaries (other than Intercompany Indebtedness) which bears interest at a fixed rate, equals or
exceeds 60% of the aggregate principal amount of all Indebtedness for borrowed money of Trizec, the
Borrower and their respective Subsidiaries (other than Intercompany Indebtedness).



          8.12 REIT Requirements. Each of the Borrower and Trizec will, and will cause each of its
Subsidiaries to, operate its business at all times so as to satisfy all requirements necessary to
qualify and maintain Trizec’s qualification as a real estate investment trust under Sections 856
through 860 of the Code. Each of the Borrower and Trizec will maintain adequate records so as to
comply with all record-keeping requirements relating to its qualification as a real estate
investment trust as required by the Code and applicable regulations of the Department of the
Treasury promulgated thereunder and will properly prepare and timely file with the Internal Revenue
Service all returns and reports required thereby.



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          8.13 Addition and Release of Borrowing Base Properties and Subsidiary Guarantors. (a) At
any time and from time to time, the Borrower may, upon receiving confirmation from the
Administrative Agent that the Borrowing Base Property Conditions for such Real Estate Asset have
been satisfied or otherwise with the approval of the Required Lenders, add one or more Real Estate
Assets to the Borrowing Base as Borrowing Base Properties (each, an “Additional Borrowing Base
Property”). Prior to the addition of any Real Estate Asset to the Borrowing Base as an Additional
Borrowing Base Property, the Borrower shall have delivered to the Administrative Agent (i) a
certificate of a Senior Financial Officer of the Borrower specifying the Real Estate Asset to be so
added to the Borrowing Base and the Addition Date therefor and certifying (in reasonable detail)
(x) that such Real Estate Asset satisfies the Borrowing Base Property Conditions and (y) whether
such Real Estate Asset is located in a central business district and, if so, the applicable central
business district, (ii) a new Borrowing Base Certificate pursuant to Section 8.01(j)(iii), and
(iii) to the extent that any of the following Persons are not then a Subsidiary Guarantor, a
counterpart of the Subsidiaries Guaranty executed by (w) in the case of a Real Estate Asset owned
or ground leased by Wholly-Owned Subsidiary of the Borrower, such Wholly-Owned Subsidiary, (x) in
the case of a Real Estate Asset owned or ground leased by a Trizec JV, such Trizec JV or the
Wholly-Owned Subsidiary or Subsidiaries of the Borrower which most directly own the Equity
Interests in such Trizec JV which are indirectly owned by the Borrower, (y) in the case of a Real
Estate Asset which is subject to satisfaction of the 1031 Exchange Conditions, the Trizec QEAA
Party and the Trizec QEAA Lessee, and (z) in the case of a Real Estate Asset owned or ground leased
by tenants in common, each Wholly-Owned Subsidiary of the Borrower which is a tenant in common or,
in the case of any tenant in common that is a Trizec JV, such Trizec JV or the Wholly-Owned
Subsidiary or Subsidiaries of the Borrower which most directly own the Equity Interests in such
Trizec JV which are indirectly owned by the Borrower, together with all other relevant officer’s
certificates, resolutions, opinions of counsel and other documentation of the type described in
Sections 5.02 and 5.03 as such Person would have had to deliver if such Person were a Credit Party
on the Effective Date. Upon satisfaction of the requirements of this Section 8.13(a) and the
occurrence of the Addition Date with respect thereto, and subject to the continued compliance of
any such Additional Borrowing Base Property with the Borrowing Base Property Conditions, such
Additional Borrowing Base Property shall be included in the Borrowing Base as a Borrowing Base
Property.



          (b) At any time and from time to time but only so long as no Default or Event of Default then
exists or would result therefrom, the Borrower shall have the right, exercisable pursuant to a
written notice (each, a “Borrowing Base Property Release Notice”), to remove one or more Borrowing
Base Properties from the Borrowing Base. Each Borrowing Base Property Release Notice pursuant to
this Section 8.13(b) shall be delivered to the Administrative Agent and shall be accompanied by (i)
a certificate of a Senior Financial Officer of the Borrower (x) specifying the Borrowing Base
Property to be removed and the Release Date therefor, (y) certifying that no Default or Event of
Default then exists or, after taking the actions described in clause (iii) below in this Section
8.13(b), would result therefrom and (z) certifying (and showing the calculations therefor in
reasonable detail) that Trizec will be in compliance with Section 9.14 after giving effect to the
removal of such Borrowing Base Property from the Borrowing Base and any repayment of outstanding
Loans required by Section 4.02(b) in connection therewith, (ii) a new Borrowing Base Certificate
pursuant to Section 8.01(j)(iv), and (iii) any repayment of outstanding Loans as, and to the
extent, required by Section 4.02(b).



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Upon the satisfaction of the requirements set forth in this Section 8.13(b) with respect to a
Borrowing Base Property, such Borrowing Base Property shall no longer be a Borrowing Base Property
and shall be removed from the Borrowing Base, in each case on the applicable Release Date, and the
Subsidiary Guarantor which is the owner thereof shall, unless such Subsidiary Guarantor is a
Subsidiary Guarantor described in Section 8.13(f) or such Subsidiary Guarantor continues to own or
ground lease one or more other Borrowing Base Properties, be released from its obligations under
the Subsidiaries Guaranty without any further action on the part of any party hereto. To the
extent that any Subsidiary Guarantor is released from its obligations under the Subsidiaries
Guaranty by operation of this Section 8.13(b), the Administrative Agent shall be authorized to, and
hereby agrees that it will, at the request and the expense of the Borrower, execute such
documentation as may be necessary to evidence such release (which documentation shall be in form
and substance reasonably satisfactory to the Administration Agent).




          (c) In the event that at any time any Borrowing Base Property fails to satisfy each of the
Borrowing Base Property Conditions, the Borrower may elect to remove such Borrowing Base Property
from the Borrowing Base pursuant to Section 8.13(b). Upon the satisfaction of the requirements set
forth in Section 8.13(b) with respect to such Borrowing Base Property, such Borrowing Base Property
shall no longer be a Borrowing Base Property and shall be removed from the Borrowing Base, in each
case on the applicable Release Date, and, provided that no Default or Event of Default then exists,
the Subsidiary Guarantor which is the owner thereof shall, unless such Subsidiary Guarantor is a
Subsidiary Guarantor described in Section 8.13(f) or such Subsidiary Guarantor continues to own or
lease one or more other Borrowing Base Properties, be released from its obligations under the
Subsidiaries Guaranty without any further action on the part of any party hereto. To the extent
that any Subsidiary Guarantor is released from its obligations under the Subsidiaries Guaranty by
operation of this Section 8.13(c), the Administrative Agent shall be authorized to, and hereby
agrees that it will, at the request and expense of the Borrower, execute such documentation as may
be necessary to evidence such release (which documentation shall be in form and substance
reasonably satisfactory to the Administrative Agent).



          (d) In the event that the Borrowing Base Properties included in the Borrowing Base (excluding
any Excluded Borrowing Base Properties) shall not be greater than 80% leased in the aggregate
(based on rentable square footage) (the “Lease-Up Condition”), then, within 10 days of such
condition not being satisfied, the Borrower shall designate (an “Excluded Borrowing Base Property
Designation”) one or more Borrowing Base Properties as Excluded Borrowing Base Properties such
that, following such designation, the Lease-Up Condition will be satisfied. Each Excluded
Borrowing Base Property Designation shall be delivered to the Administrative Agent and each Lender
and shall be accompanied by (i) a new Borrowing Base Certificate pursuant to Section 8.01(j)(v) and
(ii) any repayment of outstanding Loans as, and to the extent, required by Section 4.02(b).



          (e) At any time and from time to time but only so long as no Default (unless any existing
Default would be cured as a result thereof) or Event of Default then exists or would result
therefrom, Trizec shall have the right to sell 331/3% of the Equity Interests in the
Borrower and the Borrower shall have the right to sell Equity Interests in any Subsidiary Guarantor
(other than Holdings), in each case upon written notice to the Administrative Agent. Each such
written notice shall be accompanied by (i) a certificate of a Senior Financial Officer of the
Borrower



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specifying the Equity Interests to be sold and (x) certifying that no Default or Event of
Default then exists or, after taking the actions described in clause (iii) below in this Section
8.13(e), would result therefrom and (y) that the Borrowing Base Property Conditions continue to be
satisfied as to the Borrowing Base Property(ies) continued to be owned or ground leased directly or
indirectly by such Subsidiary Guarantor, (ii) a new Borrowing Base Certificate pursuant to Section
8.01(j)(vi), and (iii) any repayment of outstanding Loans as, and to the extent, required by
Section 4.02(b).



          (f) The Borrower and Trizec shall cause any direct Subsidiary of Trizec which (i) is formed
after the Effective Date, (ii) owns, directly or indirectly, a Real Estate Asset and (iii) is not
then a Credit Party, to execute and deliver to the Administrative Agent and each Lender a
counterpart of the Subsidiaries Guaranty together with all other relevant officer’s certificates,
resolutions, opinions of counsel and other documentation of the type described in Sections 5.02 and
5.03 as such Person would have had to deliver if such Person were a Credit Party on the Effective
Date.



          (g) Anything in this Agreement (including, without limitation, this Section 8.13) to the
contrary notwithstanding, at all times the Borrowing Base shall consist of at least eight (8)
Borrowing Base Properties.



          SECTION 9. Negative Covenants. Each of the Borrower and Trizec hereby covenants and agrees
that on and after the Effective Date and until the Total Commitment and all Letters of Credit have
terminated and the Loans, Notes and Unpaid Drawings (in each case together with interest thereon)
and all other Obligations incurred hereunder and thereunder, are paid in full:



          9.01 Liens. Neither the Borrower nor Trizec will, nor will the Borrower or Trizec permit any
of its Subsidiaries or any other Person which is a Borrowing Base Property Owner to, create, incur,
assume or suffer to exist any Lien upon any asset of any Credit Party (including, but not limited
to, any Borrowing Base Property (or any other Property thereon) or any capital stock or other
Equity Interest owned by such Credit Party) or on the capital stock or other Equity Interest of any
Borrowing Base Property Owner (all of the foregoing assets and Equity Interests subject to such
restrictions are referred to as “Restricted Property”), in either case whether now owned or leased
or hereafter acquired or leased, or sell any Restricted Property subject to an understanding or
agreement, contingent or otherwise, to repurchase such Restricted Property (including sales of
accounts receivable with or without recourse generated from any of the Restricted Properties, but
excluding (i) the right to sell, transfer, convey or issue non-managing member interests in the
Borrower so long as the condition set forth in Section 8.04(b)(ii) is not violated thereby, and
(ii) the right of any Person which is not Trizec or a Subsidiary of Trizec to convert an Equity
Interest in the Borrower into an Equity Interest in Trizec), or assign any right to receive the
income or profits therefrom or authorize the filing of any financing statements under the UCC or
any other similar notice Lien under any similar recording or notice of statute, except (“Permitted
Encumbrances”):



          (a) Liens for taxes, assessments or governmental charges or levies not yet due or that are
being contested in good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained in conformity with GAAP and such proceedings



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have the effect of preventing the forfeiture or sale of the Restricted Property subject to any
such Lien;



          (b) (x) carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s repairmen’s or other
like Liens arising in the ordinary course of business and (y) Liens on Real Estate Assets arising
in the ordinary course of business in favor of the Federal or any state or local government arising
as a result of noncompliance with any statute or regulation applicable to such Real Estate Assets,
in either case (in the case of preceding clauses (x) and (y)) that do not secure Indebtedness for
borrowed money and either (i) have not been outstanding for a period of more than 45 days and do
not materially detract from the value of the Restricted Property subject to any such Liens or
materially impair the use of such Restricted Property in the operation of the business of such
Credit Party or Borrowing Base Property Owner or (ii) that are being contested in good faith by
appropriate proceedings with respect to which adequate reserves have been maintained in accordance
with GAAP, which proceedings have the effect of preventing or staying the forfeiture or sale of the
Restricted Property subject to any such Lien;



          (c) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation;



          (d) utility deposits and other deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, purchase contracts, construction contracts, governmental
contracts, statutory obligations, surety bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;



          (e) easements (including, without limitation, reciprocal easement agreements and utility
agreements), rights of way, covenants, conditions, restrictions, consents, reservations,
encroachments, variations and zoning and other similar restrictions or encumbrances (whether or not
recorded) incurred in the ordinary course of business that do not in any case materially detract
from the value of the property subject thereto or materially interfere with the ordinary conduct of
the business of any Credit Party or any other Person which is a Borrowing Base Property Owner;



          (f) Liens arising out of the existence of judgments or awards not constituting a Default or an
Event of Default under Section 10.06 and (i) which have been or will be bonded (and the Lien
thereby removed other than on any cash serving as security for such bond) or released of record
within thirty (30) days after the date that such judgment or award is entered or (ii) in respect of
which any Credit Party shall in good faith be prosecuting an appeal or proceedings for review and
in respect of which there shall have been secured a subsisting stay of execution pending such
appeal or proceedings, provided that (in the case of preceding clause (ii)) such Liens do
not attach to any Borrowing Base Property or the Equity Interests of the Borrower or any Borrowing
Base Property Owner (other than the Equity Interests which are not owned directly or indirectly by
Trizec);



          (g) (i) Leases affecting (x) any Initial Borrowing Base Property on the Effective Date and (y)
any Additional Borrowing Base Property on the Addition Date applicable thereto, (ii) licenses,
sublicenses, other Leases or subleases entered into the ordinary course of business not interfering
in any material respect with the business of any Credit Party or any other



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Person which is a Borrowing Base Property Owner, (ii) Liens arising from precautionary Uniform
Commercial Code financing statements regarding operating leases, and (iii) statutory and common law
landlords’ liens under leases to which any Credit Party or any other Person which is a Borrowing
Base Property Owner is a party;



          (h) Liens placed upon equipment, machinery or materials used in the ordinary course of
business of any Credit Party and placed at the time of the acquisition thereof by such Credit Party
or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the
purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the
acquisition of any such equipment, machinery or materials or extensions, renewals or replacements
of any of the foregoing for the same or a lesser amount, provided that (i) the aggregate
outstanding principal amount of all such Indebtedness at any time that is allocable to, or
otherwise associated with, any Real Estate Asset shall not exceed $1,000,000 and (ii) in all
events, the Lien encumbering the equipment, machinery or materials so acquired does not encumber
any other asset of any Credit Party or any other Restricted Property;



          (i) Liens solely on the Equity Interests of a Subsidiary of the Borrower (which is not
Holdings or any other Subsidiary Guarantor) or on the Equity Interests of an Unconsolidated Entity,
in any such case which have been pledged to secure Indebtedness of such Subsidiary or
Unconsolidated Entity, provided that there is no Recourse to the Credit Party pledging such Equity
Interests or its Restricted Property except against the pledged Equity Interests of the Subsidiary
or Unconsolidated Entity that incurred such Indebtedness;



          (j) Liens on Restricted Property (other than any Borrowing Base Property (or any other
Property thereon) or on the capital stock or other Equity Interest of the Borrower or any Borrowing
Base Property Owner) in favor of, and owned by, Trizec or the Borrower;



          (k) Liens on Restricted Property (other than any Borrowing Base Property (or any other
Property thereon) or on the capital stock or other Equity Interest of the Borrower or any Borrowing
Base Property Owner (other than the Equity Interests which are not owned directly or indirectly by
Trizec) or other Subsidiary Guarantor) which secure any Indebtedness permitted under Section 9.04;
and



          (l) 1031 Liens on any Borrowing Base Property which is owned or ground leased by an
Accommodation Party and which satisfies (and continues to satisfy) the 1031 Exchange Conditions.



          9.02 Consolidation, Merger, Sale of Assets, etc. (a) Neither the Borrower nor Trizec will,
nor will either of them permit any Credit Party to, wind up, liquidate or dissolve its affairs,
discontinue its business, or enter into any transaction of merger or consolidation, or agree to do
any of the foregoing at any future time without a contingency relating to obtaining any required
approval hereunder, except that so long as no Specified Default or Event of Default then exists or
would result therefrom (including, without limitation, an Event of Default under Section 8.04 or
10.09), the following shall be permitted: (i) any then existing Subsidiary of Trizec may be merged
or consolidated with or into, or be liquidated into, the Borrower (so long as the Borrower is the
surviving Company), or a Subsidiary Guarantor (so long as a Subsidiary Guarantor is the surviving
Company), (ii) any Person that is not a Subsidiary of Trizec at such



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time may be merged or consolidated with or into, or liquidated into, a Credit Party (so long
as such Credit Party is the surviving Company), provided that, in the case of this clause
(ii), (x) the Person which is merged or consolidated into such Credit Party is predominantly in the
commercial real estate business, (y) if rated, the respective creditworthiness of Trizec’s and the
Borrower’s long term unsecured debt or implied senior debt, as applicable, after giving effect to
such merger or consolidation is not lower than Trizec’s and the Borrower’s respective
creditworthiness two months immediately preceding such merger or consolidation, and (z) the then
fair market value of the assets of the Person which is merged or consolidated into such Credit
Party is less than 25% of Trizec’s Consolidated Total Asset Value immediately after giving effect
to such merger or consolidation and (iii) any Subsidiary Guarantor may be converted into a limited
liability company by statutory election or by merger into another Subsidiary of the Borrower which
is already a limited liability company.



          (b) The Borrower will not, nor will the Borrower permit any of its Subsidiaries or any other
Person which is the Borrowing Base Property Owner (but only with respect to an Asset Sale of a
Borrowing Base Property owned or ground leased by such Borrowing Base Property Owner) to,
consummate any Asset Sale, except that during any fiscal quarter of the Borrower, the Borrower and
its Subsidiaries may effect an Asset Sale so long as (i) no Specified Default or Event of Default
then exists or would result therefrom, (ii) the consideration received (taking the amount of all
cash and the fair market value, as reasonably determined by the Borrower, of all non-cash
consideration) from such Asset Sale, together with the aggregate consideration received from all
other Asset Sales effected by the Borrower and its Subsidiaries during such fiscal quarter
simultaneously with or prior to such Asset Sale, shall not exceed 5% of the Consolidated Total
Asset Value of the Borrower unless the Borrower shall have given the Administrative Agent prior
written notice of such Asset Sale, which notice shall be accompanied by a certificate of a Senior
Financial Officer of the Borrower certifying (and showing the calculations therefor in reasonable
detail) that Trizec will be in compliance with Sections 9.10 and 9.11 after giving effect to such
Asset Sale, and (iii) in the event that any such Asset Sale includes a Borrowing Base Property or
any Equity Interests in any Subsidiary Guarantor, the Borrower also shall have complied with the
provisions of Section 8.13(b).



          (c) Without limiting the foregoing provisions of this Section 9.02, in no event shall Trizec,
the Borrower or any of their respective Subsidiaries convey, lease, sell, transfer or otherwise
dispose of, in one transaction or a series of transactions, (i) (x) any Equity Interests in the
Borrower, Holdings or any Subsidiary Guarantor described in Section 8.13(f) (other than the
transfer of all of such Equity Interests to the Borrower) and (y) more than 331/3% of
the Equity Interests in the Borrower or (ii) all or substantially all of the assets or business of
Trizec and its Subsidiaries taken as a whole.



          9.03 Dividends. Neither the Borrower nor Trizec will, nor will either of them permit any of
its Subsidiaries to, authorize, declare, pay or make any Dividends except:



          (a) any Subsidiary of the Borrower may distribute Dividends to holders of its Equity
Interests, in each case so long as the Borrower or any Subsidiary of the Borrower which owns an
Equity Interest in such Subsidiary receives a percentage of any such Dividends which is at least
equal to its percentage Equity Interest in its respective Subsidiary distributing the



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Dividend (taking into account, however, the relative preferences, if any, of the various
classes of Equity Interest of such Subsidiary); and



          (b) (i) Trizec may from time to time pay Dividends to the owners of its Equity Interests
(including, without limitation, Dividends consisting of the repurchase of any such Equity
Interests) so long as (x) the aggregate amount of all such Dividends paid or made by Trizec in any
fiscal year of Trizec does not exceed 90% of Funds From Operations of Trizec for such fiscal year
and (y) the aggregate amount of all such Dividends paid or made by Trizec for the first three
fiscal quarters of Trizec in any fiscal year of Trizec, does not exceed 100% of Funds From
Operations of Trizec for such three fiscal quarter period; provided, however, at
any time that a Specified Default or an Event of Default then exists or would result therefrom,
Dividends pursuant to this Section 9.03(b)(i) shall be limited to that amount necessary for Trizec
to maintain its status as a real estate investment trust under Sections 856 through 860 of the
Code; and



          (ii) The Borrower may pay Dividends to Trizec (or a Wholly-Owned Subsidiary of Trizec) and all
other holders of Equity Interests in the Borrower (including, without limitation, but subject to
Section 8.04(b)(ii), Dividends consisting of the repurchase of any such Equity Interests) so long
as (x) the aggregate amount of all such Dividends paid or made by the Borrower in any fiscal year
of the Borrower does not exceed 90% of Funds From Operations of the Borrower for such fiscal year
and (y) the aggregate amount of all such Dividends paid or made by the Borrower for the first three
fiscal quarters of the Borrower in any fiscal year of the Borrower does not exceed 100% of Funds
From Operations of the Borrower for such three fiscal quarter period; provided,
however, at any time that a Specified Default or an Event of Default then exists or would
result therefrom, Dividends pursuant to this Section 9.03(b)(ii) shall be limited to that amount
necessary for Trizec to maintain its status as a real estate investment trust under Section 856
through 860 of the Code.



          9.04 Indebtedness. Neither the Borrower nor Trizec will, nor will either of them permit any
of their Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness
except:



          (a) Trizec, the Borrower and their respective Subsidiaries may contract, create, incur, assume
or suffer to exist Indebtedness, in each case so long as (i) no Specified Default or any Event of
Default then exists or would result therefrom (provided that, notwithstanding the existence of any
Specified Default or Event of Default, any such Subsidiary may refinance any Secured Indebtedness
to the extent that any such refinancing occurs no earlier than six months prior to the final
scheduled maturity of such Secured Indebtedness) and (ii) based on calculations made by the
Borrower, (x) Trizec will be in compliance with Sections 9.10 — 9.14 and (y) a Borrowing
Base Deficiency will not exist, in each case after giving effect to the incurrence of the
respective Indebtedness; provided, however, that no Credit Party (other than
Trizec) may incur Indebtedness under payment guaranties by it of the Indebtedness of its
Subsidiaries or any other Person, except in respect of the Obligations;



          (b) Indebtedness under Interest Rate Hedges entered into with respect to other Indebtedness
permitted under this Section 9.04 so long as the terms and conditions of such



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Interest Rate Hedges are consistent with past practice of Trizec and its Subsidiaries and are
entered into for bona fide hedging purposes and not for speculative purposes; and



          (c) Indebtedness with respect to performance bonds, surety bonds, appeal bonds or custom bonds
required in the ordinary course of business or in connection with the enforcement of rights or
claims of any of Trizec, the Borrower or any of their respective Subsidiaries.



          Without limiting the provisions of clauses (a) through (c) of this Section 9.04, (i) the terms
and conditions of any Unsecured Indebtedness that is Recourse to any Credit Party may not be more
restrictive in any material respect than the terms and conditions under this Agreement and the
other Credit Documents and (ii) Trizec, the Borrower and Holdings (but in the case of Holdings,
only to the extent of Unsecured Indebtedness incurred by it on or prior to the Effective Date under
such contingent performance guaranties), but not any other Credit Party, may incur Unsecured
Indebtedness under contingent performance guaranties (e.g., completion guaranties, environmental
indemnities and non-recourse carveout guaranties) by it in respect of the Secured Consolidated
Total Indebtedness of its Subsidiaries.



          9.05 Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other
Agreements; etc. Neither the Borrower nor Trizec will, nor will either of them permit any other
Credit Party to, amend, modify or change its certificate of incorporation (including, without
limitation, by the filing or modification of any certificate of designation) or by-laws (or
equivalent organizational document) or any agreement entered into by it with respect to its Equity
Interests, or enter into any new agreement with respect to its Equity Interests unless such
amendment, modification, change or other action, either individually or in the aggregate, could not
be reasonably expected to have a Material Adverse Effect or be adverse to the Lenders in any
material respect.



          9.06 Investments. (a) Neither the Borrower nor Trizec will, nor will either of them permit
any of its Subsidiaries to, make or maintain any Investments in Land under Development, Land Held
for Development, Joint Ventures, Mortgage Interests, seller financing received in connection with
Asset Sales, and investments in real estate technology companies (each a “Restricted Holding”),
except that Investments in Restricted Holdings may be made and maintained so long as the aggregate
value of all such Restricted Holdings (without duplication) does not exceed 25% of the Consolidated
Total Asset Value of Trizec at any time.



          (b) Notwithstanding the foregoing, neither the Borrower nor Trizec will, nor will either of
them permit any of its Subsidiaries to, make or maintain Investments in any Real Estate Asset that
is not an office property, except that Investments in Real Estate Assets that are not office
properties may be made and maintained so long as the aggregate value of all such Real Estate Assets
does not exceed 10% of the Consolidated Total Asset Value of Trizec at any time. A Real Estate
Asset shall not cease to be an office property for purposes of this Section 9.06(b) even though
such Real Estate Asset includes retail property which is incorporated into or immediately adjacent
to such Real Estate Asset or parking facilities which are in the vicinity of and incidental to the
use of such Real Estate Asset as an office property.



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          9.07 Negative Pledge Clauses; etc. Neither the Borrower nor Trizec will, nor will either of
them permit any of its Subsidiaries to, enter into or suffer to exist or become effective any
agreement that (x) prohibits or limits the ability of any Credit Party or any of its Subsidiaries
to create, incur, assume or suffer to exist any Lien upon any Restricted Property or any revenues
therefrom, whether now owned or hereafter acquired, or (y) requires that, upon the creation,
incurrence, assumption or existence of any Lien upon any of its assets or revenues, whether now
owned or hereafter acquired, a Lien (whether “equal and ratable,” senior, junior or otherwise) be
created on any Restricted Property to secure any other Indebtedness or obligations, except that (a)
the provisions contained in this Agreement and the other Credit Documents shall be permitted, (b)
any agreements governing any Secured Indebtedness permitted under Sections 9.01(h) and (k) shall be
permitted to contain prohibitions or limitations of the type described in the preceding clause (x)
(in which case, any such prohibition or limitation shall only be effective against the equipment,
machinery or materials financed thereby, or in the case of such Section 9.01(k), the Property
subject to such Liens), (c) agreements governing the Liens permitted by Section 9.01(i) shall be
permitted to contain prohibitions or limitations of the type described in the preceding clause (x)
so long as such restrictions shall only be effective against the Equity Interests subject to such
Liens, (d) customary restrictions with respect to assets imposed pursuant to an agreement that has
been entered into in connection with an Asset Sale of such assets as otherwise permitted under this
Agreement shall be permitted, (e) Unsecured Indebtedness of Trizec or the Borrower that is issued
pursuant to an effective registration statement under the Securities Act or in a transaction exempt
from registration pursuant to Rule 144A or Regulation S promulgated thereunder or which is listed
on a non-U.S. securities exchange may contain an “equal and ratable” clause effective only upon the
creation of any Lien on any Restricted Property in favor of the Administrative Agent for the
benefit of the Lenders, and (f) in the case of clause (x) of this Section 9.07, customary
provisions restricting assignment of any lease under which Trizec or any of its Subsidiaries is the
tenant or subletting space demised under any such lease.



          9.08 Transactions with Affiliates. Neither the Borrower nor Trizec will, nor will either of
them permit any of its Subsidiaries to, enter into any transaction or series of related
transactions, with any Affiliate of Trizec or the Borrower or any Subsidiary of Trizec or the
Borrower, other than on terms and conditions no less favorable to Trizec or the Borrower or such
Subsidiary as would reasonably be obtained by such Person at that time in a comparable arm’s-length
transaction with a Person other than an Affiliate of Trizec or the Borrower, except that:




     (a) Trizec or the Borrower and their respective Subsidiaries may enter into employment
arrangements with respect to the procurement of services of its respective officers and
employees in the ordinary course of business, including executive compensation arrangements;
and




     (b) transactions between or among Trizec, the Borrower and their Subsidiaries shall be
permitted in the ordinary course of business; provided, however, that all
transactions relating to any Borrowing Base Property or the Equity Interests of the
Borrowing Base Property Owner thereof which involve a Credit Party and a Subsidiary which is
not a Credit Party shall be required to be on terms and conditions no less favorable to such
Credit Party as would reasonably be obtained by such Credit Party at the time in a
comparable arm’s-length transaction with a Person other than an Affiliate of



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such Credit Party (other than with respect to (x) the sale, transfer or other
disposition of Real Estate Assets (other than a Borrowing Base Property or the Equity
Interests of the Borrowing Base Property Owner thereof) and (y) guaranties and other credit
support or enhancements given by (A) Trizec, the Borrower or Holdings in favor of any of the
Consolidated Entities or Unconsolidated Entities of Trizec or the Borrower in the ordinary
course of business, or (B) any Subsidiary Guarantor described in Section 8.13(f) in favor of
any of its Subsidiaries in the ordinary course of business; and




     (c) tax cooperation arrangements and indemnifications for obligations relating to
Property of Trizec or its Consolidated Entities or Unconsolidated Entities for which the
indemnified party no longer has an interest other than through its ownership interest in
Trizec or the Borrower shall be permitted so long as the effect of such transactions, either
individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.



          9.09 Management Agreements. Neither the Borrower nor Trizec will, nor will either of them
permit any of its Subsidiaries or any other Person which is a Borrowing Base Property Owner to,
enter into any management agreement or similar agreement granting to any Person (other than in the
case of any Subsidiary of Trizec or any such other Person, Trizec or any Wholly-Owned Subsidiary of
Trizec) (a) authority over the leasing, maintenance or operation of any Borrowing Base Property or
(b) substantial authority over the leasing, maintenance or operation of any other Real Property
owned or leased by Trizec or such Subsidiary, as the case may be, on terms less favorable to Trizec
or such Subsidiary, as the case may be, than the market standard on the date of such agreement.



          9.10 Consolidated Total Indebtedness as a Percentage of Consolidated Total Asset Value.
Trizec will not permit its Consolidated Total Indebtedness on any date to exceed an amount which is
60% of the Consolidated Total Asset Value of Trizec as of the last day of the most recently ended
fiscal quarter of Trizec; provided, that in determining such Consolidated Total Asset
Value, such determination shall be made on a pro forma basis to give effect to any sales and
acquisitions of Real Estate Assets effected after the last day of any such fiscal quarter and on or
prior to the date of any determination pursuant to this Section 9.10 as if such sale or acquisition
was consummated on the last day of the most recently ended fiscal quarter; and provided,
further, that so long as no Default or Event of Default then exists or would result therefrom,
the Borrower shall have the right on two occasions only, exercisable in each case pursuant to
written notice (a “Consolidated Total Indebtedness Election Notice”) delivered to the
Administrative Agent at any time prior to the initial Maturity Date, to increase such percentage to
65% solely with respect to Trizec’s compliance with this Section 9.10 for the fiscal quarter in
which a Substantial Acquisition occurs and the immediately following fiscal quarter. Such
Consolidated Total Indebtedness Election Notice shall be delivered to the Administrative Agent not
earlier than ten (10) days before or later than ten (10) days after such Substantial Acquisition
and shall be accompanied by (i) a certificate of a Senior Financial Officer of the Borrower (x)
specifying the Substantial Acquisition and the Cost and purchaser(s) thereof and (y) certifying
that no Default or Event of Default then exists or would result therefrom, (ii) a new Borrowing
Base Certificate pursuant to Section 8.01(j)(v) and (iii) any repayment of outstanding Loans as,
and to the extent, required by Section 4.02(b). Upon the request of the Administrative



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Agent, the Borrower shall provide such additional information and certifications relating to a
Substantial Acquisition as the Administrative Agent may reasonably request.



          9.11 Consolidated Net Worth. Trizec will not permit its Consolidated Net Worth on any date
to be less than the sum of (i) $1,500,000,000, plus (ii) 75% of the aggregate cash proceeds
received by any of Trizec, the Borrower or Holdings after the Effective Date in connection with any
equity offering by, or capital contribution to, any of them (net of fees and expenses customarily
incurred in transactions of such type) (other than proceeds received within ninety (90) days after
the redemption, retirement or repurchase of ownership or equity interests in any of them, up to the
amount paid by such Person in connection with such redemption, retirement or repurchase, where, for
the avoidance of doubt, the net effect is that Trizec shall not have increased its Consolidated Net
Worth as a result of any such proceeds).



          9.12 Consolidated Interest Coverage Ratio. Trizec will not permit its Consolidated Interest
Coverage Ratio for any Test Period to be less than 2.00:1.00.



          9.13 Consolidated Fixed Charge Coverage Ratio. Trizec will not permit its Consolidated Fixed
Charge Coverage Ratio for any Test Period to be less than 1.50:1.00.



          9.14 Borrowing Base Property Coverage Ratio. Trizec will not permit the Borrowing Base
Property Coverage Ratio on any date to be less than 1.50:1.00.



          9.15 Limitation on Certain Restrictions on Subsidiaries. Neither the Borrower nor Trizec
will, nor will either of them permit any Credit Party to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or restriction on
(including, without limitation, any requirement that excess cash flow be used to repay other
Indebtedness) the ability of Holdings or any other Credit Party (other than, in the case of a
restriction only, Trizec or the Borrower) to (a) pay Dividends or make any other distributions on
its capital stock or any other interest or participation in its profits owned by Trizec or any
Subsidiary of Trizec, or pay any Indebtedness owed to Trizec or a Subsidiary of Trizec, (b) make
loans or advances to Trizec, or any Subsidiary of Trizec or (c) transfer any of its properties or
assets to Trizec or any Subsidiary of Trizec, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii)
customary provisions restricting subletting or assignment of any lease governing a leasehold
interest of Trizec or its Subsidiary, (iv) customary provisions restricting assignment of any
contract entered into by Trizec or its Subsidiary in the ordinary course of business, and (v) any
restrictions imposed by any holder of a Permitted Encumbrance on the transfer of the asset or
assets subject thereto.



          9.16 Affiliate Debt and Subordination Agreement. (a) Without limiting the other provisions
of this Agreement, neither the Borrower nor Trizec will, nor will either of them permit any of its
Subsidiaries to, incur or create any Indebtedness that is owed by a Credit Party to any Subsidiary
of Trizec that is not a Credit Party unless, in each case, the respective Credit Party and each
such Subsidiary has entered into the Subordination Agreement.



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          (b) Neither the Borrower nor Trizec will, nor will either of them permit any of its
Subsidiaries to, make any payment on any Affiliate Debt to the extent that such payment is not
permitted to be paid at such time pursuant to the Subordination Agreement.



          (c) At such time, if any, as an obligor in respect of any Affiliate Debt ceases to be a Credit
Party or any obligee in respect of any Affiliate Debt ceases to be a Person which is required to be
a party to the Subordination Agreement by operation of this Section 9.16, the Borrower may request
that any such obligor or obligee be released from the provisions of the Subordination Agreement and
the Administrative Agent shall be authorized to, and hereby agrees that it will, at the request and
the expense of the Borrower, execute such documentation as may be necessary to evidence such
release (which documentation shall be in form and substance reasonably satisfactory to the
Administrative Agent).



          SECTION 10. Events of Default. Upon the occurrence of any of the following specified events
(each an “Event of Default”):



          10.01 Payments. The Borrower shall (i) default in the payment when due of any principal of
any Loan or any Note, (ii) default, and such default shall continue unremedied for five or more
Business Days, in the payment when due of any interest on any Loan or Note, any Unpaid Drawing or
any Fees, or (iii) default, and such default shall continue unremedied for 10 or more Business
Days, in the payment when due of any other amount owing hereunder or under any of the other Credit
Documents; or



          10.02 Representations, etc. Any representation, warranty or statement made or deemed made by
any Credit Party herein or in any other Credit Document or in any certificate delivered to the
Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made; or



          10.03 Covenants. The Borrower or Trizec or any of their respective Subsidiaries shall (i)
default in the due performance or observance by it of any term, covenant or agreement contained in
Sections 8.01(f)(i), 8.04, 8.10, 8.12, 8.13(b) or Section 9 (other than Sections 9.08, 9.09 and
9.14), (ii) default in the due performance or observance by it of any term, covenant or agreement
contained in Section 9.14 and such default shall not be cured within 10 days after the occurrence
of such default pursuant to Section 4.02(b), or (iii) default in the due performance or observance
by it of any other term, covenant or agreement contained in this Agreement or in any other Credit
Document (other than those set forth in Sections 10.01 and 10.02 and clauses (i) and (ii) of this
Section 10.03) and such default as described in this clause (iii) shall continue unremedied for a
period of 30 days after written notice thereof to the Borrower by the Administrative Agent or the
Required Lenders, provided, however, that if any such default as described in this
clause (iii) is of the type which cannot be cured within such 30-day period (and is curable after
such period), such default shall not be an Event of Default hereunder if the Borrower, within such
30-day period, shall have commenced and shall be diligently pursuing such cure and the Borrower
shall have such additional time as is reasonably required to effect such cure, but in no event in
excess of 75 days from the date of such default; or



          10.04 Default Under Other Agreements. Any Credit Party shall (x) default in any payment of
any Indebtedness which is Recourse to any Credit Party (other than the Obligations)



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beyond the period of grace, if any, provided in the instrument or agreement under which such
Indebtedness was created or (y) default in the observance or performance of any agreement or
condition relating to any Indebtedness (other than the Obligations) or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall occur or condition
shall exist, the effect of which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause (determined without regard to whether any notice of acceleration or similar notice is
required), any such Indebtedness to become (or to be declared) due prior to its stated maturity,
provided that it shall not be a Default or an Event of Default under this Section 10.04
unless the aggregate principal amount of all Indebtedness outstanding at such time as described in
preceding clauses (x) and (y) is at least $50,000,000; or



          10.05 Bankruptcy, etc. Any Credit Party shall commence a voluntary case concerning itself
under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or
any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any
Credit Party and the petition is not controverted within 15 days after the earlier of (x) actual
knowledge by a Credit Party of the commencement of such case and (y) service on a Credit Party of
the applicable summons, or the petition is not dismissed within 60 days after commencement of the
case; or any Credit Party commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency, receivership, administration or
liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any
Credit Party, or there is commenced against any Credit Party any such proceeding which remains
undismissed for a period of 60 days, or any Credit Party is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is entered; or any Credit
Party suffers any appointment of any custodian, administrator, administrative receiver or the like
for it or any substantial part of its property to continue undischarged or unstayed for a period of
60 days; or any Credit Party makes a general assignment for the benefit of creditors; or any
Company action is taken by any Credit Party for the purpose of effecting any of the foregoing; or



          10.06 Judgments. One or more judgments or decrees shall be entered against any Credit Party
involving in the aggregate for the Credit Parties a liability or liabilities (not paid or fully
covered by a reputable and solvent insurance company), and such judgments and decrees either shall
be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal
for any period of 30 consecutive days, and the aggregate amount of all such judgments exceeds
$25,000,000; or



          10.07  ERISA. (a) Any Plan shall fail to satisfy the minimum funding standard required for
any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of
such standard or extension of any amortization period is sought or granted under Section 412 of the
Code or Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a contributing sponsor
(as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be
subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to
subparagraph (b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66, .67 or
        .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur with respect to such Plan
within the following 30 days, any Plan which is subject to Title IV of ERISA shall have had or is
reasonably likely to have a trustee appointed to



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administer such Plan, any Plan or Multiemployer Plan which is subject to Title IV of ERISA is,
shall have been or is reasonably likely to be terminated or to be the subject of termination
proceedings under ERISA, any Plan shall have an Unfunded Current Liability, a contribution required
to be made with respect to a Plan or Multiemployer Plan or a Foreign Pension Plan has not been
timely made, Trizec, the Borrower or any of their respective Subsidiaries or any ERISA Group member
has incurred or is reasonably likely to incur any liability to or on account of a Plan or
Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or
4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group health plan
(as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal
Regulations Section 160.103) under Section 4980B of the Code and/or the Health Insurance
Portability and Accountability Act of 1996, Trizec, the Borrower or any of their respective
Subsidiaries has incurred or is reasonably likely to incur liabilities pursuant to one or more
employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to
retired employees or other former employees (other than as required by Section 601 of ERISA) or
Plans or Foreign Pension Plans, a “default,” within the meaning of Section 4219(c)(5) of ERISA,
shall occur with respect to any Multiemployer Plan; any applicable law, rule or regulation is
adopted, changed or interpreted, or the interpretation or administration thereof is changed, in
each case after the date hereof, by any governmental authority or agency or by any court (a “Change
in Law”), or, as a result of a Change in Law, an event occurs following a Change in Law, with
respect to or otherwise affecting any Plan or Multiemployer Plan; (b) there shall result from any
such event or events described in subsection (a) the imposition of a lien, the granting of a
security interest, or a liability or a material risk of incurring a liability; and (c) such lien,
security interest or liability, individually, and/or in the aggregate has had, or is reasonably
likely to have, a Material Adverse Effect; or



          10.08
Guaranties, etc. Any Guaranty or any provision thereof (other than an immaterial
provision) shall cease to be in full force or effect as to any Guarantor, or any Guarantor or
Person acting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor’s
obligations under the Guaranty to which it is a party, or any Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be performed or
observed pursuant to the Guaranty to which it is a party beyond the expiration of any applicable
grace or cure period provided for therein; or



          10.09 Change of Control. A Change of Control shall occur; or



          10.10 Stock Exchange Listing. The common stock of Trizec shall for any reason whatsoever
cease to be listed on the New York Stock Exchange, the American Stock Exchange, NASDAQ or another
major United States stock exchange;



          then, and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by
written notice to the Borrower, take any or all of the following actions, without prejudice to the
rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims
against the Borrower and the other Credit Parties (provided that if an Event of Default
specified in Section 10.05 shall occur with respect to Trizec, the Borrower or Holdings, the result
which would occur upon the giving of written notice by the Administrative Agent as specified in
clauses (i) and (ii) below shall occur automatically without the giving of any such



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notice): (i) declare the Revolving Loan Commitment of each Lender terminated and any Revolving
Loan Commitment Commission and Revolving Loan Facility Fee shall become, forthwith due and payable
without any other notice of any kind; (ii) declare the principal of and any accrued interest in
respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; (iii) terminate any
Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrower to
pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event
of Default specified in Section 10.05 with respect to Trizec, the Borrower or Holdings, it will
pay) to the Administrative Agent at the Payment Office such additional amount of cash or Cash
Equivalents, to be held as security by the Administrative Agent, as is equal to the aggregate
Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding;
(v) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02 to the
repayment of the Obligations; and (vi) enforce the rights granted to the Administrative Agent and
the Lenders pursuant to this Agreement, and the other Credit Documents.



          SECTION 11. Definitions.



          11.01 Defined Terms. As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms
defined):



          “1031 Exchange Conditions” shall mean, in respect of a Real Estate Asset, each of the
following conditions:



          (i) the material requirements set forth in the Revenue Procedure for a like-kind exchange;



          (ii) the Real Estate Asset was acquired by an Accommodation Party and is being held
exclusively for the benefit of the Borrower or any Subsidiary of the Borrower (the “Trizec QEAA
Party”) pursuant to a Qualified Exchange Accommodations Agreement (as such term is used and defined
in the Revenue Procedure) that establishes a “Qualified Exchange Accommodation Arrangement” (as
such term is used and defined in the Revenue Procedure) in order to facilitate a like-kind exchange
under Section 1031 of the Code and within the “safe harbor” of the Revenue Procedure;



          (iii) the funds used by the Accommodation Party to acquire the Real Estate Asset were provided
by the Trizec QEAA Party as a loan (the “Trizec QEAA Loan”) to the Accommodation Party, which loan
may be secured by (a) a first priority pledge of Equity Interests in the Accommodation Party,
and/or (b) a first priority mortgage, deed of trust or deed to secure debt encumbering the Real
Estate Asset, in each case for the exclusive benefit of the Trizec QEAA Party and only for so long
as such Accommodation Party holds title to such Real Estate Asset (each security interest or lien
created by such pledge or such mortgage, deed of trust or deed to secure debt is referred to in
this Agreement as a “1031 Lien”);



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          (iv) concurrently with the acquisition of the Real Estate Asset by an Accommodation Party,
such Real Estate Asset is leased by such Accommodation Party to the Borrower or a Subsidiary of the
Borrower (the “Trizec QEAA Lessee”) pursuant to which lease (a) the Trizec QEAA Lessee shall be
entitled to all economic rights and other benefits of such Real Estate Asset and will exercise all
rights of ownership and control in respect thereof, including, without limitation, all activities,
actions and decisions relating to the management, leasing, repairs, construction, improvements,
insurance, the collection of rents and the payment of taxes and (b) the Trizec QEAA Lessee shall
pay rent thereunder in an amount equal to the interest on the Trizec QEAA Loan;



          (v) each of the Trizec QEAA Party and Trizec QEAA Lessee is a Subsidiary Guarantor; and



          (vi) regardless of whether a 1031 like-kind exchange actually occurs, the Accommodation Party
shall convey title to the Real Estate Asset to the Trizec QEAA Lessee or Trizec QEAA Party within
185 days of the acquisition thereof by the Accommodation Party, free and clear of all 1031 Liens.



          “1031 Liens” shall have the meaning provided in the definition of “1031 Exchange Conditions”.



          “Absolute Rate” shall mean an interest rate (rounded to the nearest .0001) expressed as a
decimal.



          “Absolute Rate Competitive Bid Borrowing” shall mean a Competitive Bid Borrowing with respect
to which the Borrower has requested that the Bidder Lenders offer to make Competitive Bid Loans at
Absolute Rates.



          “Accommodation Party” means an affiliate of a Qualified 1031 Exchange Intermediary that
qualifies as an “exchange accommodation titleholder” under the Revenue Procedure and which is
created or used by such Qualified 1031 Exchange Intermediary in the ordinary course of business to
facilitate like-kind exchanges under Section 1031 of the Code; provided that such affiliate is a
newly formed, single purpose limited liability company, whose sole asset is the Real Estate Asset,
including the lease thereof to the Trizec QEAA Lessee, and whose sole liabilities are the Trizec
QEAA Loan and those relating to such Real Estate Asset.



          “Act” shall have the meaning provided in Section 13.23.



          “Addition Date” shall mean each date on which a Borrowing Base Property is added to the
Borrowing Base pursuant to Section 8.13(a).



          “Additional Borrowing Base Property” shall have the meaning provided in Section 8.13(a).



          “Additional Commitment” shall mean, for each Lender, any commitment to make Revolving Loans
provided by such Lender pursuant to Section 1.16, in such amount as agreed to by such Lender in the
respective Additional Commitment Agreement; provided that on the Additional Commitment Date
upon which an Additional Commitment of any Lender becomes



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effective, such Additional Commitment of such Lender shall be added to (and thereafter become
a part of) the Commitment of such Lender for all purposes of this Agreement as contemplated by
Section 1.16.



          “Additional Commitment Agreement” shall mean an Additional Commitment Agreement substantially
in the form of Exhibit M (appropriately completed).



          “Additional Commitment Date” shall mean each date upon which an Additional Commitment under an
Additional Commitment Agreement becomes effective as provided in Section 1.16(b).



          “Additional Lender” shall have the meaning provided in Section 1.16(b).



          “Administrative Agent” shall mean DBTCA, in its capacity as Administrative Agent for the
Lenders hereunder, and shall include any successor to the Administrative Agent appointed pursuant
to Section 12.09.



          “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly
controlling (including, but not limited to, all directors and officers of such Person), controlled
by, or under direct or indirect common control with, such Person. A Person shall be deemed to
control another Person if such Person possesses, directly or indirectly, the power (i) to vote 10%
or more of the Equity Interests having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (ii) to direct or cause the direction of the
management and policies of such other Person, whether through the ownership of voting securities,
by contract or otherwise.



          “Affiliate Debt” shall mean any Indebtedness owed by any Credit Party to any Subsidiary of
Trizec which is not a Credit Party.



          “Agreement” shall mean this Amended and Restated Credit Agreement, as modified, supplemented,
amended, restated (including any amendment and restatement hereof), extended or renewed from time
to time.



          “Applicable Commitment Commission Percentage” shall mean, for purposes of calculating the
Revolving Loan Commitment Commission on the Unutilized Revolving Loan Commitment of any Lender on
any date, a percentage per annum equal to that set forth below opposite the respective Utilization
Percentage on such date:



	 	 	 	 	 
	 	 	COMMITMENT COMMISSION
	UTILIZATION PERCENTAGE	 	PERCENTAGE
	Less than 33%
	 	 	0.20	%
	Equal to or greater than 33%
but less than or equal to 66%
	 	 	0.15	%
	Greater than 66%
	 	 	0.125	%






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          “Applicable Credit Rating” shall mean (A) at a time when all three Rating Agencies have
provided a Credit Rating, (i) the Moody’s Credit Rating, the S&P Credit Rating and the Fitch Credit
Rating, if all three are the same, and (ii) in the event that the Moody’s Credit Rating, the S&P
Credit Rating and the Fitch Credit Rating are not all the same, the higher of the two lowest Credit
Ratings (unless the two lowest Credit Ratings are the same, in which case the lowest Credit
Rating), and (B) at a time when only two Rating Agencies have provided a Credit Rating, (i) the
Credit Ratings assigned by both Rating Agencies, if both are the same, and (ii) if such Credit
Ratings are different, the lower Credit Rating.



          “Applicable Facility Fee Percentage” shall mean, from and after any Start Date to and
including the corresponding End Date at a time when the Investment Grade Condition exists on such
Start Date, the rate per annum set forth below opposite the Applicable Credit Rating indicated to
be in effect on such Start Date as shown in the respective officer’s certificate delivered pursuant
to Section 8.01(e) or the first proviso below):



	 	 	 	 	 
	APPLICABLE	 	APPLICABLE FACILITY
	CREDIT RATING	 	FEE PERCENTAGE
	A-/A3 or higher
	 	 	0.15	%
	BBB+/Baal
	 	 	0.15	%
	BBB/Baa2
	 	 	0.15	%
	BBB-/Baa3
	 	 	0.20	%





; provided, however, that if Borrower fails to deliver the officer’s certificate required to be
delivered pursuant to Section 8.01(e) showing that the Investment Grade Rating Condition exists as
of the relevant Start Date and the Applicable Credit Rating as of such Start Date) on or prior to
the date required by such Section, then, until such time, if any, as the officer’s certificate has
been delivered showing that the Investment Grade Rating Condition exists as of such Start Date and
the Applicable Credit Rating as of such Start Date, then an Investment Grade Rating Condition shall
not be in effect and the provisions of Sections 3.01(a)(i) and 3.01(b)(i) shall apply (it being
understood that, in the case of any late delivery of the officer’s certificate as so required
showing that the Investment Grade Rating Condition exists as of the relevant Start Date and the
Applicable Credit Rating as of such Start Date, the Applicable Facility Fee Percentage shall apply
only from and after the date of the delivery of the complying officer’s certificate); provided
further, that the Applicable Facility Fee Percentage shall be 0.20% at all times when a
Specified Default or an Event of Default is in existence.




          “Applicable Laws” shall mean, collectively, all statutes, laws, rules, regulations,
ordinances, orders, decisions, writs, judgments, decrees and injunctions of Governmental
Authorities (including Environmental Law) affecting the Borrower, any other Credit Party or any
Property or any part thereof (including the acquisition, development, construction, renovation,
occupancy, use, improvement, alteration, management, operation, maintenance, repair or restoration
thereof), directly or indirectly owned, leased or operated by the Borrower or any other Credit
Party and, in the case of any Borrowing Base Property, any other Person which is a Borrowing Base
Property Owner, whether now or hereafter enacted and in force, and all Authorizations relating
thereto.



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          “Applicable Margin” shall mean: (A) from and after any Start Date to and including the
corresponding End Date at a time when the Investment Grade Rating Condition does not exist on such
Start Date, with respect to, Revolving Loans and Swingline Loans, the respective percentage per
annum set forth below under the respective Type of Revolving Loans and for Swingline Loans and (in
each case) opposite the respective Level (i.e., Level 1, Level 2, Level 3, Level 4 or Level 5, as
the case may be) indicated to have been achieved on the applicable Test Date for such Start Date
(as shown in the respective officer’s certificate delivered pursuant to Section 8.01(e) or the
first proviso below) (and with the “Ratio” described below to be the Consolidated Total
Indebtedness of Trizec as a percentage of the Consolidated Total Asset Value of Trizec):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Revolving Loans	 	 
	 	 	 	 	 	 	Revolving Loans	 	maintained as	 	 
	 	 	 	 	 	 	maintained as Base	 	Eurodollar	 	Swingline
	Level	 	Ratio	 	Rate Loans	 	Rate Loans	 	Loans
	 	1	 	 	Less than or equal
to 45%

	 	 	0.00	%	 	 	0.95	%	 	 	1.20	%
	 	2	 	 	Greater than 45%
but less than or
equal to 50%

	 	 	0.00	%	 	 	1.05	%	 	 	1.30	%
	 	3	 	 	Greater than 50%
but less than or
equal to 55%

	 	 	0.00	%	 	 	1.20	%	 	 	1.45	%
	 	4	 	 	Greater than 55%
but less than or
equal to 60%

	 	 	0.10	%	 	 	1.35	%	 	 	1.60	%
	 	5	 	 	Greater than 60%

	 	 	0.40	%	 	 	1.65	%	 	 	1.90	%





; provided, however, that Level 2 pricing will be in effect at all times during the
period extending from the Effective Date to the date on which the Borrower delivers to the
Administrative Agent a Compliance Certificate with respect to the period ending September 30, 2005
under and in satisfaction of the requirements of Section 8.01(e); provided further, if
Trizec fails to deliver the financial statements required to be delivered pursuant to Section
8.01(a) or (b)(A) (accompanied by the officer’s certificate required to be delivered pursuant to
Section 8.01(e) showing the applicable Ratio on the relevant Test Date) on or prior to the
respective date required by such Sections, then Level 5 pricing shall apply until such time, if
any, as the financial statements required as set forth above and the accompanying officer’s
certificate have been delivered showing the pricing for the respective Pricing Period is at a level
which is less than Level 5 (it being understood that, in the case of any late delivery of the
financial statements and officer’s certificate as so required, any reduction in the Applicable
Margin shall apply only from and after the date of the delivery of the complying financial
statements and officer’s certificate); and provided, finally, that Level 5 pricing
shall apply at all times when a Specified Default is in existence; and




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          (B) from and after any Start Date to and including the corresponding End Date at a time when
the Investment Grade Rating Condition exists on such Start Date, with respect to Revolving Loans
and Swingline Loans, the respective percentage per annum set forth below under the respective Type
of Revolving Loans and for Swingline Loans and opposite the respective Applicable Credit Rating
indicated to be in effect on such Start Date (as shown in the respective officer’s certificate
delivered pursuant to Section 8.01(e) or the first proviso below):



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loans	 	Revolving Loans	 	 
	Applicable	 	maintained as	 	maintained as	 	Swingline
	Credit Rating	 	Base Rate Loans	 	Eurodollar Rate Loans	 	Loans
	A-/A3 or higher

	 	 	0.00	%	 	 	0.50	%	 	 	0.75	%
	BBB+/Baal

	 	 	0.00	%	 	 	0.55	%	 	 	0.80	%
	BBB/Baa2

	 	 	0.00	%	 	 	0.65	%	 	 	0.90	%
	BBB-/Baa3

	 	 	0.00	%	 	 	0.80	%	 	 	1.05	%





; provided, however, that if the Borrower fails to deliver the officer’s
certificate required to be delivered pursuant to Section 8.01(e) showing that the Investment Grade
Rating Condition exists as of the relevant Start Date and the Applicable Credit Rating as of such
Start Date on or prior to the respective date required by such Section, then, until such time, if
any, as the officer’s certificate has been delivered showing that the Investment Grade Rating
Condition exists as of such Start Date and the Applicable Credit Rating as of such Start Date, then
an Investment Grade Rating Condition shall not be in effect and the Applicable Margin will be
determined as provided in clause (A) of this definition (it being understood that, in the case of
any late delivery of the officer’s certificate as so required showing that the Investment Grade
Rating Condition exists as of the Start Date and the Applicable Credit Rating as of such Start
Date, the Applicable Margin as determined pursuant to this clause (B) shall apply only from and
after the date of the delivery of the complying officer’s certificate); provided further,
that the Applicable Credit Rating shall be the lowest Applicable Credit Rating set forth in the
table above at all times when a Specified Default is in existence.




          “Asset Sale” shall mean any sale (including pursuant to sale-leaseback transactions), transfer
or other disposition by Trizec, the Borrower or any of their respective Subsidiaries to any Person
other than Trizec or any Specified Subsidiary of any Property (including, without limitation, any
Equity Interests or other securities of another Person, but excluding the sale by any Credit Party
of its own capital stock or Equity Interests) of any Credit Party or any Subsidiary of any Credit
Party other than (i) sales or liquidations of Cash Equivalents, (ii) operating leases or subleases,
licenses and easements of any property by any Credit Party and any of their respective Subsidiaries
in the ordinary course of business, and (iii) the licensing of intellectual property in the
ordinary course of business. As used in this definition, the term “Specified Subsidiary” shall
mean any Subsidiary of Trizec in which the percentage ownership interest of Trizec or any other
Credit Party is greater than or equal to the percentage ownership interest in the respective
Subsidiary of Trizec that is selling, transferring or otherwise disposing of such Property.



          “Assignment and Assumption Agreement” shall mean an Assignment and Assumption Agreement
substantially in the form of Exhibit N (appropriately completed).



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          “Assumed Debt Service Amount” shall mean, as of any date of determination, the product
obtained by multiplying (x) all Unsecured Consolidated Total Indebtedness of Trizec (including,
without limitation, outstanding Loans) as of such date by (y) the greatest of (a) the interest rate
constant equal to the sum of 2% plus the imputed 5-year US Treasury Notes rate, assuming a 25-year
mortgage style amortization schedule, (b) 7.50% and (c) the sum of the three (3) month Eurodollar
Rate and the then Applicable Margin with respect to Eurodollar Rate Loans.



          “Authorization” means any authorization, approval, franchise, license, variance, land use
entitlement, sewer and waste water discharge permit, storm water discharge permit, air pollution
authorization to operate, certificate of occupancy, municipal water and sewer connection permit,
and any like or similar permit now or hereafter required for the construction or renovation of any
improvements located on any Borrowing Base Property or for the use, occupancy or operation of any
Borrowing Base Property and all amendments, modifications, supplements and addenda thereto.



          “Bankruptcy Code” shall have the meaning provided in Section 10.05.



          “Base Rate” at any time shall mean (x) except as provided in succeeding clause (y), the higher
of (i) 1/2 of 1% in excess of the overnight Federal Funds Rate and (ii) the Prime Lending Rate, and
(y) in the case of calculating interest on outstanding Swingline Loans, the overnight Federal Funds
Rate.



          “Base Rate Loan” shall mean (i) each Swingline Loan and (ii) each Revolving Loan designated or
deemed designated as such by the Borrower at the time of the incurrence thereof or conversion
thereto.



          “Bidder Lender” shall mean each Lender that has informed the Administrative Agent and the
Borrower in writing (which has not been retracted) that such Lender desires to participate
generally in the bidding arrangements relating to Competitive Bid Borrowings.



          “BofA Plaza” shall mean the Real Estate Asset commonly known as Bank of America Plaza and
located at 101 South Tryon Street, Charlotte, North Carolina.



          “Borrower” shall have the meaning provided in the first paragraph of this Agreement.



          “Borrowing” shall mean (i) the borrowing of one Type of Loan of a single Tranche on a given
date from all the Lenders having Commitments of the respective Tranche (or resulting from a
conversion or conversions on such date) having in the case of Eurodollar Rate Loans the same
Interest Period, provided that Base Rate Loans incurred pursuant to Section 1.11 shall be
considered part of the related Borrowing of Eurodollar Rate Loans, (ii) the borrowing of Swingline
Loans from the Swingline Lender on a given date and (iii) a Competitive Bid Borrowing.



          “Borrowing Base” shall mean, at any time, all of the Borrowing Base Properties at such time.



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          “Borrowing Base Amount” shall mean, at any time, an amount determined from the Borrowing Base
Certificate most recently delivered pursuant to Section 8.01(j) to be equal to 60% of the Borrowing
Base Value at such time.



          “Borrowing Base Amount Deficiency” shall have the meaning provided in Section 4.02(b)(i).



          “Borrowing Base Certificate” shall have the meaning provided in Section 8.01(j).



          “Borrowing Base Property” shall mean a Real Estate Asset that satisfies (and continues to
satisfy) each of the following conditions:




     (i) such Real Estate Asset is an office building, industrial building, flex building or
parking facility;




     (ii) such Real Estate Asset is located in the District of Columbia or in one of the
states of the United States;




     (iii) such Real Estate Asset, and the Equity Interests of the applicable Borrowing Base
Property Owner (other than any such Equity Interests which are not directly or indirectly
owned by Trizec), are Unencumbered;




     (iv) such Real Estate Asset (a) is owned in fee or (b) is leased pursuant to a ground
lease (x) which has a remaining term of at least 30 years (including, for this purpose, any
renewal option exercisable at the sole option of the ground lessee thereunder with no veto
or approval rights by the ground lessor thereof or any lender to such ground lessor) (except
as otherwise may be the case with respect to the existing ground leases of a portion of the
parking facilities relating to BofA Plaza) and (y) except as otherwise might be the case
with respect to existing ground leases of the parking facilities relating to BofA Plaza, can
be mortgaged without the consent of the lessor thereunder and contains customary leasehold
mortgagee protection provisions (including, without limitation, the right to receive notice
of any ground lease default, the right to cure any such default and the right to a new
ground lease in favor of the leasehold mortgagee or its designee in the event that the
ground lease should terminate on account of a default thereunder or for any other reason);




     (v) such Real Estate Asset is owned or ground leased by (a) the Borrower or a
Subsidiary of the Borrower which is a Subsidiary Guarantor (or, in the case of a Trizec JV
which is not a Subsidiary Guarantor, each Wholly-Owned Subsidiary of Trizec which most
directly owns Equity Interests therein is a Subsidiary Guarantor) and as to any such
Subsidiary (x) the Borrower or a Wholly-Owned Subsidiary of the Borrower owns, directly or
indirectly, not less than 90% of the Equity Interest in such Subsidiary which owns or ground
leases such Real Estate Asset and (y) the Borrower, or a Wholly-Owner Subsidiary of the
Borrower controls all financing and sale decisions relating to such Subsidiary with no veto
rights in any minority equity owner therein or any other Person, (b) an Accommodation Party
exclusively for the benefit of a Trizec QEAA Party, or (c) as to any Real Estate Asset which
is owned by tenants in common, such tenants in common so long as (A) as to each tenant in
common in which the Borrower owns,



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directly or indirectly, any Equity Interest, such tenant in common, if not the
Borrower, is a Subsidiary Guarantor (or, in the case of a tenant in common which is a Trizec
JV which is not a Subsidiary Guarantor, each Wholly-Owned Subsidiary of Trizec which most
directly owns an Equity Interest in such tenant in common is a Subsidiary Guarantor), (B)
the Borrower owns, directly or indirectly, not less than 90% of all of the tenant in common
interests in such Real Estate Asset, and (C) the Borrower, or a Wholly-Owned Subsidiary of
the Borrower, controls all financing and sale decisions relating to such Real Estate Asset
with no veto rights in any minority equity owner therein, another tenant in common or any
other Person;




     (vi) such Real Estate Asset is represented by the Borrower to be free from any material
adverse environmental issues;




     (vii) such Real Estate Asset is represented by the Borrower to be free from any
material structural defects (other than any such defects resulting from a casualty or taking
which are being restored);




     (viii) such Real Estate Asset is not Land under Development;




     (ix) such Real Estate Asset has been designated by the Borrower in writing to the
Administrative Agent as a Real Estate Asset that is a Borrowing Base Property.



          “Borrowing Base Property Conditions” shall mean that each of clauses (i) through (ix) of the
definition of “Borrowing Base Property” are satisfied and that the Lease-Up Condition is satisfied;
provided, however, that it is agreed that with respect to a Real Estate Asset which
is the subject of a 1031 like-kind exchange or which is owned by tenants in common, the
Administrative Agent may agree to immaterial changes to the Borrowing Base Property Conditions and
the other terms and provisions of this Agreement relating thereto.



          “Borrowing Base Property Coverage Ratio” shall mean, as of any date of determination, the
ratio of (x) the Borrowing Base Property NOI to (y) the Assumed Debt Service Amount.



          “Borrowing Base Property NOI” shall mean, with respect to the Borrowing Base Properties
(including any Excluded Borrowing Base Properties), the remainder of (a) the Net Operating Income
for all of such Borrowing Base Properties calculated for the most recently ended two fiscal
quarters multiplied by two less (b) a $0.25 per rentable square foot per annum reserve for any such
Borrowing Base Properties which are office space properties, a $0.15 per rentable square foot per
annum reserve for any such Borrowing Base Properties which are industrial or flex properties and a
$150.00 per parking stall per annum reserve for any such Borrowing Base Properties which are
parking facilities; provided, however, that such Net Operating Income and reserve
amount shall be adjusted to include, in the case of (I) any Borrowing Base Property whose Borrowing
Base Property Owner is a Trizec JV or (II) any TIC Borrowing Base Property, only that portion of
the Net Operating Income of, and reserve amount applicable to, such Borrowing Base Property which
is equal to the product obtained by multiplying each of such amounts by a percentage (the “Trizec
Ownership Percentage”) equal to the percentage of direct or indirect ownership of such Trizec JV or
TIC Borrowing Base



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Property, as applicable, by the Borrower; and provided further, that, notwithstanding
the foregoing, the Borrowing Base Property NOI for any such Borrowing Base Property owned or leased
by a Borrowing Base Property Owner or a Subsidiary of Borrower for less than such two full fiscal
quarters shall equal the product (or, in the case of any such Borrowing Base Property owned or
leased by a Trizec JV or a Borrowing Base Property TIC Owner, the Trizec Ownership Percentage of
the product) obtained by multiplying (x) the aggregate Cost to acquire or lease such Borrowing Base
Property by (y) the applicable Capitalization Rate.



          “Borrowing Base Property Owner” shall mean each Credit Party (other than Trizec) and each
other Person that owns or ground leases a Borrowing Base Property, including a Borrowing Base
Property TIC Owner, a Trizec JV and an Accommodation Party, and, in the case of a Borrowing Base
Property owned or ground leased by an Accommodation Party, the applicable Trizec QEAA Party and
Trizec QEAA Lessee.



          “Borrowing Base Property Release Notice” shall have the meaning provided in Section 8.13(b).



          “Borrowing Base Property TIC Owner” shall mean, with respect to each TIC Borrowing Base
Property, each holder of a tenant in common ownership interest therein.



          “Borrowing Base Property Value” shall mean, with respect to each Borrowing Base Property, the
Capitalized Value of such Borrowing Base Property; provided, however, that the
Borrowing Base Property Value shall be deemed to be zero for (a) any Excluded Borrowing Base
Property and (b) the parking facilities relating to BofA Plaza; and provided further, that
the Borrowing Base Property Value for any Borrowing Base Property acquired (or operating control of
which is acquired) after the Effective Date or developed or substantially renovated after the
Effective Date shall be the total Cost of such Borrowing Base Property during the first six (6)
fiscal quarters after such acquisition or completion of such development or substantial renovation.



          “Borrowing Base Value” shall mean, at any date, the sum of the Borrowing Base Property Values
for all of the Borrowing Base Properties included in the Borrowing Base (less the portion thereof,
if any, attributable (x) to any Borrowing Base Property which at any time fails to satisfy each of
the Borrowing Base Property Conditions and (y) any Excluded Borrowing Base Property);
provided, however:




     (i) the portion of the aggregate amount of the Borrowing Base Value attributable to
Borrowing Base Properties which are owned or ground leased (other than a ground lease to a
Trizec QEAA Lessee in connection with the Borrower’s satisfaction of the 1031 Exchange
Conditions) by a Borrowing Base Property Owner which is not a Wholly-Owned Subsidiary of
Trizec (other than with respect to any Borrowing Base Properties which are owned or ground
leased by (x) an Accommodation Party, provided that the applicable Trizec QEAA Party and
Trizec QEAA Lessee are each a Subsidiary Guarantor or (y) a Trizec JV, provided that such
Trizec JV is a Subsidiary Guarantor) which would cause such aggregate amount to exceed 15%
of the total Borrowing Base Value at such time (before making any adjustments required by
this proviso) will be disregarded in determining Borrowing Base Value;



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     (ii) the portion of the aggregate amount of the Borrowing Base Value attributable to
Borrowing Base Properties which are subject to a ground lease (other than a ground lease to
a Trizec QEAA Lessee in connection with the Borrower’s satisfaction of the 1031 Exchange
Conditions) which would cause such aggregate amount to exceed 35% of the total Borrowing
Base Value at such time (before making any adjustments required by this proviso) will be
disregarded in determining Borrowing Base Value;




     (iii) the portion of the aggregate amount of the Borrowing Base Value attributable to
Borrowing Base Properties (other than BofA Plaza and the First Citizens Plaza Properties
located in Charlotte, North Carolina (but only so long as such Borrowing Base Properties are
the only Borrowing Base Properties in the Metropolitan Statistical Area which includes
Charlotte, North Carolina)) located in a single Metropolitan Statistical Area outside of the
top ten (10) Metropolitan Statistical Areas which would cause such aggregate amount to
exceed 25% of the total Borrowing Base Value at such time (before making any adjustments
required by this proviso) will be disregarded in determining Borrowing Base Value;




     (iv) the portion of the aggregate amount of the Borrowing Base Value attributable to
any single Borrowing Base Property which would cause such amount to exceed 20% of the total
Borrowing Base Value at such time (before making any adjustments required by this proviso)
will be disregarded in determining Borrowing Base Value (provided that the foregoing
percentage shall be 35% in the case of a single office property located in the central
business district of one of the top ten (10) Metropolitan Statistical Areas, and
provided further, that Galleria Towers is to be included as a central
business district office property in the Dallas Metropolitan Statistical Area and Newport
Tower is to be included as a central business district office property in the New York City
Metropolitan Statistical Area); and




     (v) the portion of the aggregate amount of the Borrowing Base Value attributable to (a)
industrial Borrowing Base Properties, (b) flex Borrowing Base Properties and (c) parking
facility Borrowing Base Properties which are not necessary to or otherwise used in
connection with the operation of any office, industrial or flex Borrowing Base Property,
which would cause such aggregate amount to exceed 10% of the total Borrowing Base Value at
such time (before making any adjustments required by this proviso) will be disregarded in
determining Borrowing Base Value.



          “Business Day” shall mean (i) for all purposes other than as covered by clause (ii) below, any
day except Saturday, Sunday and any day which shall be in New York City a legal holiday or a day on
which banking institutions are authorized or required by law or other government action to close
and (ii) with respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Rate Loans, any day which is a Business Day described in
clause (i) above and which is also a day for trading by and between banks in the London interbank
Eurodollar market.



          “Capital Lease” as applied to any Person shall mean any lease of any property (whether real,
personal or mixed) by that Person as lessee which, in conformity with GAAP, is accounted for as a
capital lease on the balance sheet of that Person.



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          “Capitalization Rate” shall mean (i) for all Borrowing Base Properties and other Real Estate
Assets which are office properties located in a central business district, 7.50%, (ii) for all
Borrowing Base Properties and other Real Estate Assets which are office properties not located in a
central business district, 8.75% and (iii) for all other Borrowing Base Properties and other Real
Estate Assets, 10%.



          “Capitalized Lease Obligations” shall mean, for any Person, all obligations under Capital
Leases of such Person or any of its Subsidiaries in each case taken at the amount thereof accounted
for as liabilities in accordance with GAAP.



          “Capitalized Value” with respect to any Borrowing Base Property shall mean the Borrowing Base
Property NOI for such Borrowing Base Property divided by the Capitalization Rate applicable to such
Borrowing Base Property.



          “Cash Equivalents” shall mean, as to any Person, (i) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than one year from the date of acquisition, (ii) marketable
direct obligations issued by any state of the United States or any political subdivision of any
such state or any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at time of acquisition, having one of the two highest ratings obtainable
from either S&P or Moody’s, (iii) Dollar denominated time deposits and certificates of deposit of
any commercial bank having, or which is the principal banking subsidiary of a bank holding company
having, in either case at the time of acquisition thereof a long-term unsecured debt rating of at
least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s with
maturities of not more than one year from the date of acquisition by such Person, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of the types
described in clause (i) above entered into with any bank meeting the qualifications specified in
clause (iii) above, (v) commercial paper issued by any Person rated, at the time of acquisition, at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s and
in each case maturing not more than 270 days after the date of acquisition by such Person and (vi)
investments in money market funds substantially all of whose assets are comprised of securities of
the types described in clauses (i) through (v) above.



          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as the same may be amended from time to time, 42 U.S.C. §9601 et seq.



          “Change in Law” shall have the meaning provided in Section 10.07.



          “Change of Control” shall mean: (i) any Person or “group” (within the meaning of Sections
13(d) and 14(d) under the Exchange Act, as in effect on the Effective Date), other than one or more
Permitted Holders, (A) shall have beneficial ownership of 25% or more on a fully diluted basis of
the voting and/or economic interest in the capital stock of Trizec (provided that the
beneficial ownership by any Person or “group” which is not a Permitted Holder of 25% or more on a
fully diluted basis of the voting and/or economic interest in the capital stock of Trizec on or
prior to the date on which one or more Permitted Holders ceases to have (or fails to



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exercise) the power to elect a majority of the directors of Trizec shall not constitute a
Change of Control under this clause (i)(A) if such Person or “group” (x) does not acquire
beneficial ownership of any additional voting and/or economic interest in the capital stock of
Trizec and (y) reduces such beneficial ownership to less than 25% (45% in the case of the
institutional lenders described in the next proviso) on a fully diluted basis, in each case within
60 days following such date; and provided further, that beneficial ownership of up to 45%
on a fully diluted basis of the voting and/or economic interest in the capital stock of Trizec by
one or more institutional lenders through the foreclosure of a Lien securing bona fide amounts owed
to such institutional lenders by Trizec Canada or any of its Subsidiaries (other than Trizec or any
of its Subsidiaries) shall not constitute a Change of Control under this clause (i)(A), although
any subsequent transfer, sale or other disposition by any such institutional lender or lenders of
all or any portion of the shares of capital stock of Trizec shall be subject to the provisions of
this clause (i)(A) determined without regard to this proviso; or (B) shall have obtained the power
(whether or not exercised) to elect a majority of the directors of Trizec or (ii) the Board of
Directors of Trizec shall cease to consist of a majority of Continuing Trizec Directors or (iii)
(a) Trizec or a Wholly-Owned Subsidiary of Trizec shall cease to be the sole general partner or
managing member, as applicable, of the Borrower, (b) Trizec and/or such Wholly Owned Subsidiary
shall cease to own beneficially and of record, directly, free and clear of all Liens, or voting
agreements, restrictions or trusts of any kind, 66 2/3% of the outstanding Equity Interests of the
Borrower on a fully diluted basis or (c) the Borrower shall cease to own beneficially and of
record, directly, free and clear of all Liens, voting agreements, restrictions or trusts of any
kind, 100% of the outstanding Equity Interests of each of Holdings, and any Subsidiary Guarantor
described in Section 8.13(f) on a fully diluted basis.



          “Claims” shall have the meaning provided in the definition of Environmental Claim.



          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the
regulations promulgated and the rulings issued thereunder. Section references to the Code are to
the Code, as in effect on the Effective Date and to any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.



          “Commitment” shall mean any of the commitments of any Lender (i.e., its Revolving Loan
Commitment).



          “Company” shall mean any corporation, limited company, limited liability company, partnership
or other business entity (or the adjectival form thereof, where appropriate).



          “Competitive Bid Borrowing” shall mean each Borrowing of Competitive Bid Loans.



          “Competitive Bid Loan” shall have the meaning provided in Section 1.01(d).



          “Competitive Bid Loan Maturity Date” shall have the meaning provided in Section 1.04(a).



          “Competitive Bid Note” shall have the meaning provided in Section 1.06(a).



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          “Compliance Certificate” shall mean a certificate duly executed in the form of Exhibit
O.



          “Consolidated EBITDA” of any Person for any period shall mean, without duplication, the
consolidated net income or loss of such Person (before deduction for minority interests in
Consolidated Entities and excluding, solely for purposes of Sections 9.12 and 9.13, the adjustment
for so-called “straight-line rent accounting”) for such period; plus (A) the following items to the
extent deducted in computing such consolidated net income of such Person for such period: (i)
Consolidated Interest Expense of such Person for such period, (ii) Consolidated Income Tax Expense
of such Person for such period and (iii) consolidated real estate depreciation, amortization and
other extraordinary and non-cash items of such Person for such period (except, in the case of such
other non-cash items, to the extent that a cash payment will be required to be made in respect
thereof in a future period); minus (B) the following items to the extent included in computing such
consolidated net income of such Person for such period: (i) all consolidated gains (or plus all
losses) attributable to the sale or other disposition of assets or debt restructurings of such
Person in such period, (ii) income (loss) from Unconsolidated Entities and (iii) for purposes of
calculating Consolidated Total Asset Value of such Person only, all consolidated interest income of
such Person received in connection with any Mortgages; plus (or minus, as applicable), (C) such
Persons’ Unconsolidated Allocation Percentage of the items described above in this definition of
any Unconsolidated Entity for such period; provided, however, that, notwithstanding
the foregoing and solely for the purposes of Sections 9.12 and 9.13, the Consolidated EBITDA for
any Real Estate Asset owned or leased by such Person or any Consolidated Entity or Unconsolidated
Entity of such Person for less than one completed fiscal quarter shall equal the product (or, in
the case of any such Real Estate Asset owned or leased by an Unconsolidated Entity of such Person,
such Person’s Unconsolidated Allocation Percentage of the product) obtained by multiplying (I) the
product of (a) the aggregate Cost of such Person or its Consolidated Entity or Unconsolidated
Entity (or an Accommodation Party for the benefit of such Person or its Consolidated Entity or
Unconsolidated Entity), as applicable, to acquire such Real Estate Asset and (b) the Capitalization
Rate applicable to such Real Estate Asset, by (II) a fraction whose numerator is the actual number
of days in such fiscal quarter during which such Person or its Consolidated Entity or
Unconsolidated Entity, as applicable, owned or leased such Real Estate Asset and the denominator of
which is the actual number of days in the fiscal year in which such fiscal quarter occurs.



          “Consolidated Entity” shall mean, for any Person at any date, any Subsidiary or other Person
which is consolidated with such first Person in accordance with GAAP.



          “Consolidated Fixed Charge Coverage Ratio” of any Person for any period shall mean the ratio
of (x) Consolidated EBITDA of such Person for such period to (i) to Consolidated Fixed Charges of
such Person for such period.



          “Consolidated Fixed Charges” of any Person for any period shall mean the sum of, without
duplication, (i) Consolidated Interest Expense of such Person for such period, (ii) an amount equal
to $0.25 multiplied by the rentable square footage of all Real Estate Assets of such Person and its
Consolidated Entities, (iii) the aggregate amount of all Dividends paid by such Person and its
Consolidated Entities during such period on any Preferred Stock, (iv) the scheduled principal
amount of all amortization payments on all Indebtedness (including, without



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limitation, the principal component of all Capitalized Lease Obligations) of such Person and
its Consolidated Entities for such period (as determined on the first day of such period) and (v)
such Person’s Unconsolidated Allocation Percentage of any of the foregoing items that are
attributable to any Unconsolidated Entity for such period.



          “Consolidated Income Tax Expense” of any Person for any period shall mean the sum of, without
duplication, (i) the consolidated provision for income taxes of such Person taken into account in
determining the consolidated net income of such Person for such period and (ii) such Person’s
Unconsolidated Allocation Percentage of the consolidated provision for income taxes of any
Unconsolidated Entity for such period.



          “Consolidated Interest Coverage Ratio” of any Person for any period shall mean the ratio of
(x) Consolidated EBITDA of such Person for such period to (y) Consolidated Interest Expense of such
Person for such period.



          “Consolidated Interest Expense” of any Person for any period shall mean the sum of, without
duplication, (i) the total consolidated interest expense of such Person for such period (calculated
without regard to any limitations on the payment thereof) plus, without duplication, that portion
of consolidated Capitalized Lease Obligations of such Person representing the interest factor for
such period, but excluding that portion of the consolidated interest expense of such Person for
such period that has accrued and is capitalized into principal at the end of such period (and is
not paid in cash) in accordance with the terms of the agreement governing the respective
Indebtedness as such terms were in effect at the time that such Indebtedness was originally
incurred, and (ii) such Person’s Unconsolidated Allocation Percentage of any of the foregoing items
that are attributable to any Unconsolidated Entity for such period.



          “Consolidated Net Worth” of any Person at any time shall mean the total assets minus the total
liabilities of such Person at such time as would be required to be reflected at such time on the
consolidated balance sheet of such Person.



          “Consolidated Total Asset Value” of any Person at any time shall mean the sum of, without
duplication, the following amounts of such Person and its Consolidated Entities at such time: (i)
all Unrestricted Cash and Cash Equivalents, (ii) the Fair Market Value of all Real Estate Assets
(other than (x) Land Held for Development, (y) Land Under Development and (z) any Real Estate Asset
(including any Real Estate Asset held by an Accommodation Party for the benefit of such Person or
its Consolidated Entities) (i) which is acquired (or operating control of which is acquired) after
the Effective Date or (ii) which is developed or substantially renovated after the Effective Date
(which, in the case of any Real Estate Asset described in this clause (z), will be included at Cost
(including the Cost incurred by an Accommodation Party for the benefit of such Person or its
Consolidated Entities) during the first six (6) fiscal quarters after such acquisition or
completion of such development or substantial renovation)), (iii) all Land held for Development,
Land Under Development and other real estate investments valued at the book value thereof before
accumulated depreciation, (iv) all other Investments (including real estate related technology
companies and taxable REIT Subsidiaries), valued at book value before accumulated depreciation and
(v) to the extent not otherwise included in any of preceding clauses (i) through (iv), such
Person’s Unconsolidated Allocation Percentage of any of the items



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in preceding clauses (i), (iii) and (iv) that are attributable to an Unconsolidated Entity at
such time.



          “Consolidated Total Indebtedness” of any Person at any time shall mean the sum of, without
duplication, of the following amounts of such Person and its Consolidated Entities at such time:
(i) all Indebtedness (other than Indebtedness of the type described in clause (D) of the definition
thereof but including all other items of Indebtedness described in such definition), (ii) all
amounts of guaranties, indemnities for borrowed money, stop-loss agreements and the like provided
by such Person or any of its Consolidated Entities, in each case in connection with and guarantying
repayment of amounts outstanding under any other Indebtedness of the type described in the other
clauses of this definition, (iii) all amounts of bonds posted by such Person or any of its
Consolidated Entities guaranteeing performance or payment obligations, and (iv) such Person’s
Unconsolidated Allocation Percentage of any of the foregoing items that are attributable to any
Unconsolidated Entity at such time; provided, however, that for purposes of the
definition of Unsecured Consolidated Total Indebtedness, Consolidated Total Indebtedness of a
Person shall mean all Indebtedness of such Person other than Indebtedness of the type described in
clause (C) of the definition of Indebtedness and, as to Indebtedness of the type described in
clause (D) of the definition of Indebtedness, only the aggregate net exposure under such
Indebtedness which is Recourse to any Credit Party shall be included.



          “Consolidated Total Indebtedness Election Notice” shall have the meaning provided in Section
9.10.



          “Contingent Obligation” shall mean, as to any Person, any liability of such Person as a result
of such Person being a general partner of any other Person, unless the underlying Indebtedness is
expressly made non-recourse as to such general partner, and any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness (“primary obligations”) of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds for the purchase or payment of any such primary obligation, (iii) to
purchase property, securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof, including, without limitation, completion guaranties, debt service
guaranties, environmental indemnities and non-recourse carveout guaranties; except in each case to
the extent a claim is made against such Person as a result thereof; provided,
however, that the term Contingent Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the lesser of (x) the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming
such Person is required to perform thereunder) as shown (or would be required to be shown) on the
balance sheet of such Person and (y) the stated amount of such Contingent Obligation.



          “Continuing Trizec Canada Directors” shall mean the directors of Trizec Canada on the
Effective Date and each other director of Trizec Canada if such director’s nomination for



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election to the Board of Directors of Trizec Canada is recommended by a majority of the then
Continuing Trizec Canada Directors or by a majority of the nominating committee appointed by the
then Continuing Trizec Canada Directors for the purpose of nominating directors for election to the
Board of Directors of Trizec Canada.



          “Continuing Trizec Directors” shall mean the directors of Trizec on the Effective Date and
each other director of Trizec if such director’s nomination for election to the Board of Directors
of Trizec is recommended by a majority of the then Continuing Trizec Directors or by a majority of
any nominating committee appointed by the then Continuing Trizec Directors for the purpose of
nominating directors for election to the Board of Directors of Trizec.



          “Cost” shall mean (a) with respect to the acquisition of any Property, without duplication,
(i) the aggregate purchase price paid as cash consideration for such purchase (without adjustment
for prorations), plus the principal amount of any note delivered or other deferred payment to be
made in connection with such purchase and the value of any non-cash consideration delivered in
connection with such purchase (including, without limitation, shares or preferred shares of
beneficial interest in Trizec, partnership or membership units in the Borrower or Equity Interests
in any Subsidiary of Trizec) plus (ii) reasonable and customary costs of sale and non-recurring
taxes paid or payable in connection with such purchase, and (b) with respect to any Real Estate
Asset which is acquired (or operating control in which is acquired), developed or substantially
renovated after the Effective Date, the undepreciated book value of such Real Estate Asset as so
acquired, developed or renovated.



          “Credit Documents” shall mean this Agreement, the Notes executed and delivered pursuant to the
terms of this Agreement, the Guaranty and the Subordination Agreement.



          “Credit Event” shall mean the making of any Loan or the issuance of any Letter of Credit.



          “Credit Party” shall mean Trizec, the Borrower and each Subsidiary Guarantor.



          “Credit Rating” shall mean, for any Rating Agency, a publicly announced rating level (it being
understood that a rating level shall include numerical modifiers and (+) and (-) modifiers)
assigned by such Rating Agency to either the Loans and/or long term senior unsecured debt of the
Borrower or, if the Loans or the Borrower are not so rated, of Trizec.



          “DBTCA” shall mean Deutsche Bank Trust Company Americas.



          “Default” shall mean any event, act or condition which with notice or lapse of time, or both,
would constitute an Event of Default; provided, however, that any event, act or
condition which causes the 60 day period referred to in clause (i)(A) of the definition of Change
of Control or the 60 day period referred to in clause (i)(y)(A) of the definition of Trizec Canada
Control Requirements to commence shall not constitute a Default.



          “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.



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          “Dividend” with respect to any Person shall mean that such Person has paid a dividend or
distribution or returned any equity capital to its stockholders, partners or members or made any
other distribution, payment or delivery of property (other than shares of common or preferred
equity of such Person) or cash to its stockholders, partners or members as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for any consideration any shares
of any class of its Equity Interests outstanding on or after the Effective Date, or shall have
permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares
of any class of any Equity Interests of such Person outstanding on or after the Effective Date.



          “Dollars” and the sign “$” shall each mean freely transferable lawful money of the United
States.



          “Drawing” shall have the meaning provided in Section 2.05(b).



          “Effective Date” shall have the meaning provided in Section 13.10.



          “Eligible Transferee” shall mean and include a commercial bank, an insurance company, a
finance company, a financial institution, any fund that invests in bank loans or any other
“accredited investor” (as defined in Regulation D of the Securities Act).



          “End Date” shall mean, for any Pricing Period, the last day of such Pricing Period.



          “Environmental Approvals” shall mean any governmental permit, license, approval, ruling,
variance, exemption or other authorization required under applicable Environmental Laws.



          “Environmental Claims” shall mean any and all administrative, regulatory or judicial actions,
suits, demands, demand letters, directives, claims, liens, notices of noncompliance or violation,
investigations or proceedings (in each case in writing) arising under any Environmental Law or any
Environmental Approval (hereafter, “Claims”), including, without limitation, (a) any and all Claims
by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims
by any third party seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief in connection with alleged injury or threat of injury to human health, safety or
the environment due to the presence of Hazardous Materials.



          “Environmental Law” shall mean any Federal, state, foreign or local statute, law, rule,
regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as
amended, and any judicial or legally binding administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, relating to the environment, employee
health and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances
Control Act, 15 U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401
et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.;
the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning
and the Community Right-to-Know Act of 1986, 42 U.S.C.



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§ 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801
et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et
seq.; and any state and local or foreign counterparts or equivalents, in each case as
amended from time to time.




          “Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase,
warrants, options, participation or other equivalents of or interest in (however designated) equity
of such Person, including, without limitation, any Preferred Stock, any limited or general
partnership interest and any limited liability company membership interests.



          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA, as in effect on the Effective Date and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.



          “ERISA Group” shall mean Trizec and each person (as defined in Section 3(9) of ERISA) which
together with Trizec or a Subsidiary of Trizec would be deemed to be a “single employer” within the
meaning of Section 414 of the Code or (ii) as a result of Trizec or a Subsidiary of Trizec being or
having been a general partner of such person.



          “Eurodollar Rate” shall mean, with respect to any Interest Period relating to a Borrowing of
Eurodollar Rate Loans, (a) the rate of interest per annum that appears on page 3750 of the Dow
Jones Market Screen (or such other page as may replace Page 3750 on the Associated Press-Dow Jones
Telerate Service or such other service as may be nominated by the British Bankers’ Association as
the information vendor for the purpose of displaying British Bankers’ Association interest
settlement rates for U.S. dollar deposits) for Dollar deposits of amounts in immediately available
funds comparable to the principal amount of the Eurodollar Rate Loans included in such Borrowing
with the same Interest Period and with maturities comparable to the Interest Period applicable to
such Eurodollar Rate Loans as of 11:00 A.M. (London time) on the date which is two Business Days
prior to the commencement of such Interest Period, in each case with the rate determined pursuant
to preceding clause (a) to be divided (and rounded upward, if necessary, to the nearest 1/16 of 1%)
by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency, supplemental, special or
other reserves required by applicable law) applicable to any member bank of the Federal Reserve
System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any
successor category of liabilities under Regulation D); provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the
rate to be used for purposes of this definition shall be (x) the rate of interest per annum quoted
by the Administrative Agent to first-class banks in the London interbank Eurodollar market for
Dollar deposits of amounts in immediately available funds comparable to the principal amount of the
Eurodollar Rate Loans included in such Borrowing with the same Interest Period and with maturities
comparable to the Interest Period applicable to such Eurodollar Rate Loans as of 11:00 A.M.
(London time) on the date which is two Business Days prior to the commencement of such Interest
Period, in each case with the rate determined pursuant to preceding clause (x) to be divided (and
rounded upward, if necessary, to the nearest 1/16 of 1%) by (y) a percentage equal to 100%
minus the then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves required by



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applicable law) applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D).



          “Eurodollar Rate Loan” shall mean each Revolving Loan designated as such by the Borrower at
the time of the incurrence thereof or conversion thereto.



          “Event of Default” shall have the meaning provided in Section 10.



          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.



          “Excluded Borrowing Base Property” shall mean any Borrowing Base Property which the Borrower,
pursuant to Section 8.13(d), has designated to be excluded from the calculation of Borrowing Base
Value, but only so long as (i) upon the removal of such Borrowing Base Property from the
calculation of Borrowing Base Value and any prepayment of Loans required by Section 4.02(b), any
Borrowing Base Amount Deficiency has been cured and (ii) such Borrowing Base Property otherwise
continues to satisfy each of the other Borrowing Base Property Conditions.



          “Excluded Borrowing Base Property Designation” shall have the meaning provided in Section
8.13(d).



          “Existing Credit Agreement” shall have the meaning provided in the recitals of this Agreement.



          “Existing Credit Documents” shall have the meaning provided in the recitals of this Agreement.



          “Existing Credit Facility” shall mean the existing credit facility pursuant to the Existing
Credit Agreement and the Existing Credit Documents, as the same has been amended, modified and/or
supplemented to, but not including, the Effective Date.



          “Existing Letter of Credit” shall have the meaning provided in Section 2.01(c).



          “Extension Fee” shall have the meaning provided in Section 3.01(f).



          “Extension Requirements” shall mean, with respect to the delivery of the notice pursuant to
Section 1.17 or the extension of the original Maturity Date pursuant to Section 1.17, the
satisfaction of each of the following conditions: (i) no Default or Event of Default shall have
occurred and be continuing at such time, both before and immediately after giving effect to such
delivery or such extension, as the case may be, (ii) all representations and warranties contained
herein and in the other Credit Documents shall be true and correct in all material respects with
the same effect as though such representations and warranties had been made on and as of the date
of such request or extension (both before and after giving effect thereto), unless stated to relate
to a specific earlier date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date, (iii) the Borrower shall have paid to
each Lender the Extension Fee owed to such Lender pursuant to, and on or before the time



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provided in, Section 3.01(f) and (iv) on the date of extension of the Maturity Date, a Senior
Financial Officer of the Borrower shall have delivered to the Administrative Agent an officer’s
certificate certifying as to compliance with preceding clauses (i), (ii) and (iii).



          “Facing Fee” shall have the meaning provided in Section 3.01(c).



          “Fair Market Value” of any Person at any time shall mean an amount equal to (i)(x)
Consolidated EBITDA for the most recently ended two fiscal quarters of such Person (including cash
severance payments made to employees of such Person during such period to the extent deducted in
computing Consolidated EBITDA, but excluding the portion of such Consolidated EBITDA for such two
fiscal quarter period attributable to (A) any Real Estate Assets sold or acquired after the first
day of the most recently ended four fiscal quarter period and on or prior to the date of
determination and (B) any Lease termination payments) multiplied by (y) two minus (ii) $0.25
multiplied by the aggregate rentable square footage of all Real Estate Assets of such Person and
its Consolidated Entities at such time with the remainder of (i) minus (ii) being divided by (iii)
the Capitalization Rates applicable to the Real Estate Assets in question; provided,
however, that for purposes of the calculations above, any portion of any revenues and
expenses included in Consolidated EBITDA that are not directly attributable to a particular Real
Estate Asset shall be allocated to all Real Estate Assets on a pro rata basis based upon aggregate
rentable square footage of such Real Estate Assets.



          “Federal Funds Rate” shall mean, for any day, a rate per annum equal to the weighted average
of the rates on overnight Federal Funds transactions with members of the Federal Reserve System
arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate
is not so published for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal Funds brokers of
recognized standing selected by the Administrative Agent.



          “Fees” shall mean all amounts payable pursuant to or referred to in Section 3.01.



          “Fitch” shall mean Fitch, Inc. or any successor thereto.



          “Fitch Credit Rating” shall mean the publicly announced Credit Rating assigned by Fitch as in
effect from time to time.



          “Foreign Pension Plan” shall mean any plan, fund (including without limitation, any
superannuation fund) or other similar program established or maintained outside the United State of
America by Trizec or any of its Subsidiaries primarily for the benefit of employees of Trizec or
its Subsidiaries residing outside the United States of America, which plan, fund or similar program
provides, or results in, retirement income, the deferral of income in contemplation of retirement
or payments to be made upon termination of employment, and which plan is not subject to ERISA or
the Code.



          “Funds From Operations” shall have the meaning provided in accordance with resolutions adopted
by the Board of Governors of the National Association of Real Estate Investment Trust as in effect
on the Effective Date; provided that Funds From Operations, for the



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purposes of this Agreement, shall all times exclude (a) charges for non-cash impairments taken
in accordance with GAAP and (b) non-recurring charges.



          “GAAP” shall mean, with respect to Trizec and the Borrower, generally accepted accounting
principles in effect from time to time in the United States as applied by Trizec and the Borrower
in the preparation of its consolidated financial statements.



          “Governmental Authority” shall mean any Federal, state or local government or any other
political subdivision thereof or agency exercising executive, legislative, judicial, regulatory or
administrative functions.



          “Granting Lender” shall have the meaning provided in Section 13.04(b).



          “Guaranteed Creditors” shall mean and include each of the Administrative Agent, the Issuing
Lenders and the Lenders.



          “Guaranteed Obligations” shall mean the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of the principal and interest on each Note issued
by, and all Loans made to, the Borrower under this Agreement and all reimbursement obligations and
Unpaid Drawings with respect to Letters of Credit, together with all the other obligations
(including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due), indebtedness and liabilities (including, without limitation, indemnities,
fees and interest (including any interest accruing after the commencement of any bankruptcy,
insolvency, receivership or similar proceeding at the rate provided for herein, whether or not such
interest is an allowed claim in any such proceeding) thereon) of the Borrower to the Lenders, the
Issuing Lenders and the Administrative Agent now existing or hereafter incurred under, arising out
of or in connection with this Agreement and each other Credit Document to which the Borrower is a
party and the due performance and compliance by the Borrower with all the terms, conditions and
agreements contained in this Agreement and in each such other Credit Document.



          “Guarantor” shall mean each of Trizec and each Subsidiary Guarantor.



          “Guaranty” shall mean each of the Trizec Guaranty and the Subsidiaries Guaranty.



          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is friable, urea formaldehyde foam insulation, polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely
hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,”
“contaminants,” or “pollutants,” or words of similar import, which are regulated under any
applicable Environmental Law; and (c) any other chemical, material or substance, the Release of
which is prohibited, limited or regulated by any Environmental Law.



          “Highest Lawful Rate” shall mean, at any given time during which any Obligations shall be
outstanding hereunder, the maximum nonusurious interest rate, if any, that at any time or from time
to time may be contracted for, taken, reserved, charged or received on



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the Obligations owing under this Agreement and any other Credit Document, under the laws of
the State of New York (or the law of any other jurisdiction whose laws may be mandatorily
applicable notwithstanding other provisions of this Agreement and the other Credit Documents), or
under applicable federal laws which may presently or hereafter be in effect and which allow a
higher maximum nonusurious interest rate than under New York (or such other jurisdiction’s) law, in
any case after taking into account, to the extent permitted by applicable law, any and all relevant
payments or charges under this Agreement and any other Credit Documents executed in connection
herewith, and any available exemptions, exceptions and exclusions.



          “Holdings” shall mean Trizec Holdings, LLC, a Delaware limited liability company.



          “Indebtedness” of any Person shall mean, without duplication, (A) (i) all indebtedness of such
Person for borrowed money or for the deferred purchase price of property or services (other than
trade payable or accrued liabilities arising in the ordinary course of business which are not
overdue or which are being contested in good faith) and (ii) all indebtedness of such Person
evidenced by a note, bond, debenture or similar instrument, (B) the face amount of all letters of
credit, bankers acceptances or similar instruments issued for the account of such Person and,
without duplication, all unreimbursed amounts drawn thereunder, (C) all Contingent Obligations of
such Person, (D) all payment obligations of such Person under any Interest Rate Protection
Agreements or Other Hedging Agreements, (E) all Indebtedness of the types described in clause (A),
(B), (C), (D), (F) or (G) of this definition secured by any Lien on any Property owned by such
Person, whether or not such Indebtedness has been assumed by such Person (provided that, if
the Person has not assumed or otherwise become liable in respect of such Indebtedness, such
Indebtedness shall be deemed to be in an amount equal to the fair market value of the Property to
which such Lien relates as determined in good faith by such Person), (F) the aggregate amount
required to be capitalized under Capital Leases under which such Person is the lessee and (G) all
obligations of such Person to pay a specified purchase price for goods or services, whether or not
delivered or accepted, i.e., take-or-pay and similar obligations. Notwithstanding the
foregoing, Indebtedness shall not include any Dividends declared but not yet paid.



          “Initial Borrowing Base Properties” shall mean each Real Estate Asset described in
Schedule III, which shall specify whether such Real Estate Asset is located in a central
business district and, if so, the applicable central business district.



          “Insurance Requirements” means all terms of any insurance policy required hereunder, all
requirements of the issuer of any such policy, and all orders, rules, regulations and other
requirements of the National Board of Fire Underwriters (or any other body exercising similar
functions) applicable to or affecting any Borrowing Base Property or any part thereof or any use of
any Borrowing Base Property or any portion thereof.



          “Intercompany Indebtedness” shall mean any Indebtedness for borrowed money owed by Trizec or
any of its Subsidiaries to Trizec or any of its Subsidiaries.



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          “Interest Determination Date” shall mean, with respect to any Eurodollar Rate Loan, the second
Business Day prior to the commencement of any Interest Period relating to such Eurodollar Rate
Loan.



          “Interest Period” shall have the meaning provided in Section 1.10.



          “Interest Rate Hedges” shall mean interest rate exchange, collar, cap, swap, adjustable strike
cap, adjustable strike corridor or similar agreements issued by providers, and having terms,
conditions and tenors, which are consistent with the past practice of Trizec and entered into by
Trizec and/or its Subsidiaries to provide protection to, or minimize the impact upon, Trizec and/or
its Subsidiaries of increasing floating rates of interest applicable to Indebtedness under clause
(A) of the definition of Indebtedness.



          “Interest Rate Protection Agreement” shall mean any interest rate swap agreement, interest
rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar
agreement or arrangement.



          “Investment Company Act” shall mean the Investment Company Act of 1940, as amended.



          “Investment Grade Rating Condition” shall mean, at any time but only for so long as, at least
two of the three Rating Agencies shall have publicly announced a Credit Rating for the Loans and/or
the long term unsecured debt of the Borrower or, if the Loans or the Borrower are not so rated, of
Trizec, of at least BBB-/Baa3 (but otherwise subject to the first proviso of the definition of
Applicable Facility Fee Percentage and the first proviso of clause (B) of the definition of
Applicable Margin).



          “Investments” shall mean all expenditures made and all liabilities incurred (contingent or
otherwise, but without duplication): (i) for the acquisition of stock, partnership interests or
other Equity Interests or for the acquisition of Indebtedness of, or for loans, advances, capital
contributions or transfers of property to, any Person; (ii) in connection with Land under
Development; (iii) in connection with Land held for Development; and (iv) for the acquisition of
any other obligations of any Person.



          “Issuing Lender” shall mean DBTCA (which, for purposes of this definition, also shall include
any lending affiliate of DBTCA, including Deutsche Bank AG, New York Branch, which has agreed to
issue Letters of Credit under this Agreement) and any other Lender which at the request of the
Borrower and with the consent of the Administrative Agent agrees, in such Lender’s sole discretion,
to become an Issuing Lender for the purpose of issuing Letters of Credit pursuant to Section 2.



          “Joint Venture” shall mean, as to any Person, (x) any Subsidiary of such Person in which such
Person owns less than 90% of the Equity Interests and (y) any Unconsolidated Entity.



          “Judgment Currency” shall have the meaning provided in Section 13.20.



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          “Judgment Currency Conversion Date” shall mean the meaning provided in Section 13.20.



          “Land held for Development” shall mean any unimproved Real Estate Asset which is not Land
under Development.



          “Land under Development” shall mean any Real Estate Asset for which the Borrower or any of its
Consolidated Entities or Unconsolidated Entities is actively pursuing construction of one or more
buildings, structures or other improvements and for which construction is proceeding to completion
without undue delay from permit denial, construction delays or otherwise, all pursuant to such
Person’s ordinary course of business, provided that any such Real Estate Asset (or, if applicable,
any building, structure or other improvement comprising a portion of any such Real Estate Asset)
will no longer be considered Land under Development when (i) a certificate of occupancy has been
issued for such Real Estate Asset (or building, structure or other improvement thereon) or such
Real Estate Asset (or building, structure or other improvement thereon) may otherwise be lawfully
occupied for its intended use and (ii) (A) in the case of an office, industrial or flex building,
such Real Estate Asset is more than 85% leased in the aggregate (based on square footage) and such
Person is receiving rental payments from tenants leasing more than 85% of such Real Estate Asset
(based on square footage), (B) in the case of a retail building, such Real Estate Asset is more
than 85% leased in the aggregate (based on square footage) and has had a certificate of occupancy
for at least 18 months, (C) in the case of a hotel, such Real Estate Asset has had a certificate of
occupancy for at least 18 months and is receiving guests in the ordinary course of business, and
(D) in the case of each unit of a residential condominium, such residential condominium unit is
sold. Notwithstanding the foregoing, tenant improvements (where available) to previously
constructed and/or leased Real Estate Assets shall not be considered Land under Development.
Notwithstanding the foregoing, a Real Estate Asset whose improvements are being restored following
a Casualty or Taking shall not constitute Land Under Development.



          “L/C Supportable Obligations” shall mean (i) obligations of Trizec or any of its Subsidiaries
with respect to workers compensation, surety bonds and other similar statutory obligations and (ii)
such other obligations of Trizec or any of its Subsidiaries as are permitted to exist pursuant to
the terms of this Agreement.



          “Lease-Up Condition” shall have the meaning provided in Section 8.13(d).



          “Leaseholds” of any Person shall mean all the right, title and interest of such Person as
lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.



          “Lender” shall mean each financial institution listed on Schedule I, as well as any
Person which becomes a “Lender” hereunder pursuant to Sections 1.15, 1.16 or 13.04(b).



          “Lender Default” shall mean (i) the refusal (which has not been retracted) or the failure of a
Lender to make available its portion of any Borrowing required to be made available by it hereunder
(including any Mandatory Borrowing) or to fund its portion of any unreimbursed payment under
Section 2.04(c) or (ii) a Lender having notified in writing the Borrower and/or the



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Administrative Agent that such Lender does not intend to comply with its obligations under
Section 1.01(a), 1.01(c) or 2.04, in the case of either clause (i) or (ii) as a result of any
takeover or control (including, without limitation, as a result of the occurrence of any event of
the type described in Section 10.05 with respect to such Lender) of such Lender by any regulatory
authority or agency.



          “Letter of Credit” shall have the meaning provided in Section 2.01(a).



          “Letter of Credit Fee” shall have the meaning provided in Section 3.01(b).



          “Letter of Credit Outstandings” shall mean, at any time, the sum of (i) the aggregate Stated
Amount of all outstanding Letters of Credit at such time and (ii) the amount of all Unpaid Drawings
at such time.



          “Letter of Credit Request” shall have the meaning provided in Section 2.03(a).



          “Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), security interest, preference, priority or other security
agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under the UCC
or any other similar recording or notice statute, and any lease having substantially the same
effect as any of the foregoing).



          “Loan” shall mean each Revolving Loan, Competitive Bid Loan and Swingline Loan.



          “Majority Lenders” of any Tranche shall mean those Non-Defaulting Lenders which would
constitute the Required Lenders under, and as defined in, this Agreement if all outstanding
Obligations of the other Tranches under this Agreement were repaid in full and all Commitments with
respect thereto were terminated.



          “Mandatory Borrowing” shall have the meaning provided in Section 1.01(c).



          “Margin Stock” shall have the meaning provided in Regulation U.



          “Material Adverse Effect” shall mean (i) any material adverse effect on the business,
operations, property, assets, liabilities or condition (financial or otherwise) of Trizec and its
Subsidiaries taken as a whole, or (ii) any material adverse effect (x) on the rights or remedies of
the Lenders or the Administrative Agent hereunder or under any other Credit Document or (y) on the
ability of the Credit Parties taken as a whole to perform their obligations to the Lenders or the
Administrative Agent hereunder or under the other Credit Documents.



          “Maturity Date” shall mean October 31, 2008, as such date may be extended pursuant to Section
1.17.



          “Maximum Competitive Bid Loan Amount” at any time shall mean an amount equal to 50% of the
Total Revolving Loan Commitment then in effect.



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          “Maximum Swingline Amount” shall mean the lesser of (i) $75,000,000 and (ii) the Total
Commitment then in effect.



          “Metropolitan Statistical Area” shall mean the United States statistical area as determined by
Regional Economic Information Systems and based on total commercial real estate (office, retail and
warehouse) square footage). As of the Effective Date, the top 10 Metropolitan Statistical Areas in
order of ranking are: (1) Los Angeles, California; (2) Chicago, Illinois; (3) Dallas, Texas; (4)
New York City, New York; (5) Washington, D.C.; (6) Atlanta, Georgia; (7) Houston, Texas; (8)
Philadelphia, Pennsylvania; (9) Detroit, Michigan; and (10) Cleveland, Ohio.



          “Minimum Borrowing Amount” shall mean (i) in the case of Revolving Loans maintained as Base
Rate Loans, $1,000,000, (ii) in the case of Revolving Loans maintained as Eurodollar Rate Loans,
$1,000,000, (iii) in the case of Competitive Bid Loans, $25,000,000, and (iv) in the case of
Swingline Loans, $500,000.



          “Moody’s” shall mean Moody’s Investors Service, Inc. or any successor thereto.



          “Moody’s Credit Rating” shall mean the publicly announced Credit Rating assigned by Moody’s as
in effect from time to time.



          “Mortgage Interests” shall mean a mortgage (or similar instrument) encumbering a Real Estate
Asset (including, without limitation, a pledge of Equity Interests in a direct or indirect owner of
a Real Estate Asset as security for a mezzanine finance transaction) and securing indebtedness that
is owed to Trizec or any of its Consolidated Entities, including certificates of interests in real
estate mortgage investment conduits.



          “Multiemployer Plan” shall mean at any time an employee pension benefit plan within the
meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or
accruing an obligation to make contributions or has within the preceding five plan years made
contributions, including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period.



          “Multiple Voting Shares” shall mean the Multiple Voting Shares as defined in the Articles of
Incorporation of Trizec Canada dated January 29, 2002, as amended by the Certificate of Amendment
dated March 11, 2002.



          “Munk Family” shall mean Peter Munk, his spouse, any of his issue and the spouses of any of
them, his or their respective legal representatives, any corporation of which all the voting shares
are beneficially owned, directly or indirectly, by any one or more of the foregoing persons and any
trust the only beneficiaries of which are any one or more of the foregoing persons.



          “NAIC” shall mean the National Association of Insurance Commissioners.



          “Net Operating Income” shall mean, for any period and with respect to the Borrowing Base
Properties, an amount equal to (i) the aggregate rental and other income (excluding any interest or
other payments on or with respect to any Trizec QEAA Loan) from the



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operation of all Borrowing Base Properties during such period; minus (ii) all expenses and
other proper charges incurred in connection with the operation of such Borrowing Base Properties
(including, without limitation, real estate taxes, management fees, bad debt expenses and rent
under ground leases, other than a ground lease from an Accommodation Party to a Trizec QEAA Lessee)
during such period; but, in any case, before payment of or provision for debt service charges for
such period, income taxes for such period, and depreciation, amortization, and other non-cash
expenses for such period (except that, solely for purposes of Notices of Borrowing, Notices of
Competitive Bid Borrowing and Section 9.14, any adjustments for so-called “straight-line rental
accounting” shall be excluded from rental income).



          “Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.



          “Note” shall mean each Revolving Loan Note, Competitive Bid Note and Swingline Loan Note.



          “Notice of Borrowing” shall have the meaning provided in Section 1.03(a).



          “Notice of Competitive Bid Borrowing” shall have the meaning provided in Section 1.04(a).



          “Notice of Conversion/Continuation” shall have the meaning provided in Section 1.07.



          “Notice Office” shall mean the office of the Administrative Agent located at 90 Hudson Street,
5th Floor, Jersey City, New Jersey 07302, Attention: Real Estate Loan Operation,
Telecopier Numbers: (201) 593-2308/2309/2310, Telephone Numbers: (201) 593-2165/2163/2170, or such
other office in the continental United States or person as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.



          “Obligation Currency” shall have the meaning provided in Section 13.20.



          “Obligations” shall mean all amounts owing to the Administrative Agent, any Lender or any
Issuing Lender pursuant to the terms of this Agreement or any other Credit Document.



          “Other Hedging Agreement” shall mean any foreign exchange contracts, currency swap agreements,
commodity agreements or other similar agreements or arrangements designed to protect against the
fluctuations in currency values.



          “Original Lenders” shall mean those lenders party to the Existing Credit Agreement.



          “Participant” shall have the meaning provided in Section 2.04(a).



          “Payment Office” shall mean the office of the Administrative Agent located at 90 Hudson
Street, 5th Floor, Jersey City, New Jersey 07302, Attention: Real Estate Loan



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Operations, or such other office in the continental United States as the Administrative Agent
may hereafter designate in writing as such to the other parties hereto.



          “PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or
all of its functions under ERISA.



          “Percentage” of any Lender at any time shall mean a fraction (expressed as a percentage) the
numerator of which is the Revolving Loan Commitment of such Lender at such time and the denominator
of which is the Total Revolving Loan Commitment at such time, provided that if the
Percentage of any Lender is to be determined after the Total Revolving Loan Commitment has been
terminated, then the Percentages of the Lenders shall be determined immediately prior (and without
giving effect) to such termination.



          “Permitted Encumbrances” shall have the meaning provided in Section 9.01.



          “Permitted Holders” shall mean (x) Trizec Canada (and/or one or more Wholly Owned Subsidiaries
of Trizec Canada) so long as the Trizec Canada Control Requirements are satisfied, (y) Peter Munk
(and/or one or more Wholly Owned Subsidiaries of Peter Munk) and (z) in the case of clause (i)(A)
of the definition of Change of Control only, Trizec Canada (and/or one or more Wholly Owned
Subsidiaries of Trizec Canada) so long as Peter Munk (and/or one or more Wholly Owned Subsidiaries
of Peter Munk) has (and does not fail to exercise) the power to elect a majority of the directors
of Trizec Canada.



          “Person” shall mean any individual, partnership, joint venture, limited liability company,
firm, corporation, association, trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof.



          “Plan” shall mean any pension plan as defined in Section 3(2) of ERISA (other than a
Multiemployer Plan), which is maintained or contributed to by (or to which there is an obligation
to contribute of) any member of the ERISA Group, and each such plan for the five-year period
immediately following the latest date on which the member of the ERISA Group maintained,
contributed to or had an obligation to contribute to such plan.



          “Preferred Stock” as applied to the capital stock of any Person, shall mean capital stock of
such Person (other than common stock of such Person and, in the case of Trizec, Special Voting
Stock) of any class or classes (however designed) that ranks prior, as to the payment of dividends
or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or
winding up of such Person, to shares of capital stock of any other class of such Person.



          “Pricing Period” shall mean each period which shall commence on the date upon which the
respective officer’s certificate is delivered pursuant to Section 8.01(e) (together with the
related financial statements pursuant to Section 8.01(a)(A) or (b)(A), as the case may be) and
which shall end on the date of actual delivery of the next officer’s certificates pursuant to
Section 8.01(e) (and related financial statements) or the latest date on which such next officer’s
certificate (and related financial statements) is required to be so delivered; it being understood
that the first Pricing Period commenced with the delivery of Trizec’s financial statements (and
related officer’s certificate) in respect of its fiscal year ending on December 31, 2004.




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          “Prime Lending Rate” shall mean the rate which the Administrative Agent announces from time to
time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending
rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer. The Administrative Agent may make commercial
loans or other loans at rates of interest at, above or below the Prime Lending Rate.




          “Projections” shall mean the projections contained in the Lender Information Package, dated
September, 2005, which were prepared by or on behalf of the Borrower in
connection with this Agreement and delivered to the Administrative Agent and the Lenders prior
to the Effective Date.




          “Property” of a Person shall mean any and all property, whether real, personal, tangible,
intangible or mixed, of such Person, or other assets owned, leased or operated by such Person.




          “Qualified 1031 Exchange Intermediary” means the Chicago Deferred Exchange Corporation or
another recognized commercial provider of Section 1031 like-kind exchange services.




          “Quarterly Payment Date” shall mean the last day of each March, June, September, and December
commencing December 31, 2005.




          “Rating Agency” shall mean each of Fitch, Moody’s and S&P.




          “RCRA” shall mean the Resource Conservation and Recovery Act, as the same may be amended from
time to time, 42 U.S.C. § 6901 et seq.




          “Real Estate Assets” of any Person shall mean all assets of such Person constituting Real
Property.




          “Real Property” of any Person shall mean all the right, title and interest of such Person in
and to land, improvements and fixtures, including Leaseholds and tenancies in common;
provided, however, that solely for the purpose of the definitions of Consolidated
Total Asset Value and Costs, Real Property shall include all the right, title and interest of such
Person as lessee, licensee, property manager or leasing agent under leases or licenses of, or
management or leasing agreements for, land, improvements and/or fixtures.




          “Recourse” shall mean, with respect to any Person, any Indebtedness or other obligation or
liability of any other Person all or a portion of which is guaranteed by, or for which a recourse
claim may be made against, such first Person (whether by contract, the ownership of Equity
Interests, by operation of law or otherwise); provided, however, that personal
recourse of such first Person under any Secured Indebtedness of another Person for fraud,
misrepresentation, misapplication of cash, waste, environmental claims and liabilities and other
circumstances customarily excluded by institutional lenders from exculpation provisions and/or
included in separate indemnification agreements in non-recourse financing of Real Estate Assets
shall not, by itself, cause such Indebtedness to be characterized as Recourse to such first Person
except to





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the extent that a claim is made against such first Person as a result of any of the
foregoing items described above in this proviso.




          “Register” shall have the meaning provided in Section 13.15.




          “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof establishing reserve
requirements.




          “Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.




          “Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.




          “Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof




          “Release” shall mean disposing, discharging, injecting, spilling, pumping, leaking, leaching,
dumping, emitting, escaping, emptying, pouring or migrating, into or upon any land or water or air,
or otherwise entering into the environment.




          “Release Date” shall mean each date on which a Borrowing Base Property is removed from the
Borrowing Base pursuant to Section 8.13(b).




          “Replaced Lender” shall have the meaning provided in Section 1.15.




          “Replacement Lender” shall have the meaning provided in Section 1.15.




          “Reportable Event” shall mean any event described in Section 4043(c) of ERISA with respect to
a Plan other than those events as to which the 30-day notice is
waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.




          “Required Lenders” shall mean Non-Defaulting Lenders the sum of whose Commitments (or after
the termination thereof, outstanding Loans and Percentages of (x) outstanding Swingline Loans and
(y) Letter of Credit Outstandings) represents an amount greater than 50% of the Total Commitment
less the Commitments of all Defaulting Lenders (or after the termination thereof, the sum of the
then total outstanding Loans of all Non-Defaulting Lenders and the aggregate Percentages of all
Non-Defaulting Lenders of the total (x) outstanding Swingline Loans and (y) Letter of Credit
Outstandings at such time).




          “Restricted Holding” shall have the meaning provided in Section 9.06.




          “Restricted Property” shall have the meaning provided in Section 9.01.




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          “Revenue Procedure” shall mean Revenue Procedure 2000-37, 2000-2 CB 308 (September 15, 2000)
issued by the U.S. Department of the Treasury and the Internal Revenue Service, as the same may be
amended, modified, supplemented or replaced from time to time.




          “Revolving Loan” shall have the meaning provided in Section 1.01(a).




          “Revolving Loan Commitment” shall mean, for each Lender, the amount, if any, set forth
opposite such Lender’s name in Schedule I directly below the column entitled “Revolving
Loan Commitment,” as the same may be (a) reduced from time to time pursuant to Sections 3.02, 3.03
or 10, (b) increased from time to time pursuant to Section 1.16 or (c) adjusted
from time to time as a result of assignments to or from such Lender pursuant to Sections 1.15
or 13.04(b).




          “Revolving Loan Commitment Commission” shall have the meaning provided in Section 3.01(a).




          “Revolving Loan Facility Fee” shall have the meaning provided in Section 3.01(a)(ii).




          “Revolving Loan Note” shall have the meaning provided in Section 1.06(a).




          “S&P” shall mean Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies,
Inc.




          “S&P Credit Rating” shall mean the publicly announced Credit Rating assigned by S&P as in
effect from time to time.




          “SEC” shall have the meaning provided in Section 8.01(g).




          “Section 4.04(b)(ii) Certificate” shall have the meaning provided in Section 4.04(b)(ii).




          “Section 9.14 Default” shall have the meaning provided in Section 4.02(b)(i).




          “Secured Consolidated Total Indebtedness” of any Person at any time shall mean the sum of,
without duplication, (i) the Consolidated Total Indebtedness of such Person at such time which is
secured by a Lien evidenced by a mortgage, deed of trust, security agreement, pledge agreement or
other similar security interest on Property of such Person or its Subsidiaries or Unconsolidated
Entities, (ii) all other Consolidated Total Indebtedness of such Person which has been incurred by
a Subsidiary of such Person which is not a Credit Party or by an Unconsolidated Entity of such
Person (but excluding that portion of such Indebtedness, if any, for which there is Recourse to a
Credit Party), and (iii) the amount of all cash and the fair market value of all other Property (as
reasonably determined by the relevant Credit Party) subject to a Lien described in Section 9.01(f).




          “Secured Indebtedness” of any Person shall mean any Indebtedness of such Person that is
secured by a Lien evidenced by a mortgage, deed of trust, security agreement, pledge agreement or
other similar security interest on Property of such Person.




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          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.




          “Senior Financial Officer” of any Person shall mean the chief financial officer or treasurer
of such Person or its general partner or managing member, as the case may be.




          “SPC” shall have the meaning provided in Section 13.04(b).




          “Special Voting Stock” shall mean the Special Voting Stock as defined in the Fourth Amended
and Restated Certificate of Incorporation of Trizec dated February 8, 2002.




          “Specified Default” shall mean any Default under Section 10.01 or 10.05.




          “Spread” shall mean a percentage per annum in excess of, or less than, the Eurodollar Rate.




          “Spread Competitive Bid Borrowing” shall mean a Competitive Bid Borrowing with respect to
which the Borrower has requested the Bidder Lenders to make Competitive Bid Loans at a Spread over
or under the Eurodollar Rate.




          “Start Date” shall mean, with respect to any Pricing Period, the first day of such Pricing
Period.




          “Stated Amount” of each Letter of Credit shall mean, at any time, the maximum amount available
to be drawn thereunder (in each case determined without regard to whether any conditions to drawing
could then be met).




          “Subordination Agreement” shall have the meaning specified in Section 5.10.




          “Subsidiaries Guaranty” shall have the meaning provided in Section 5.07.




          “Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of
any class or classes having by the terms thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person,
(ii) any partnership, association, joint venture or other entity in which such Person and/or one or
more Subsidiaries of such Person has more than a 50% equity interest at the time, and (iii) to the
extent not otherwise included in preceding clauses (i) and (ii), any Consolidated Entity of such
Person.




          “Subsidiary Guarantor” shall mean (i) each Borrowing Base Property Owner (or, in the case of
any Borrowing Base Property which is owned or leased by a Trizec JV which is not a Subsidiary
Guarantor, each Wholly-Owned Subsidiary of Trizec which most directly owns an Equity Interest
therein or, in the case of any TIC Borrowing Base Property, each Borrowing Base Property TIC Owner
in which the Borrower has a direct or indirect interest (or, in the case of any Borrowing Base
Property TIC Owner which is a Trizec JV which is not a Subsidiary Guarantor, each Wholly-Owned
Subsidiary of Trizec which most directly owns an Equity




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Interest therein)), (ii) TRE, (iii) each
direct Subsidiary of the Borrower which is described in Section 8.13(f) and (iv) with respect to
each Real Estate Assets which is required to satisfy the 1031 Exchange Conditions to be a Borrowing
Base Property, the applicable Trizec QEAA Party and Trizec QEAA Lessee.




          “Substantial Acquisition” shall mean the acquisition by the Borrower, a Subsidiary of the
Borrower or an Accommodation Party of one or more Real Estate Assets or the Equity Interests of the
Person(s) which directly or indirectly own such Real Estate Asset(s), in
each case having a total Cost to the Borrower and/or a Wholly-Owned Subsidiary of the Borrower
of greater than $500,000,000.




          “Swingline Expiry Date” shall mean the date falling seven Business Days prior to the Maturity
Date.




          “Swingline Lender” shall mean DBTCA.




          “Swingline Loan” shall have the meaning provided in Section 1.01(b).




          “Swingline Loan Note” shall have the meaning provided in Section 1.06(a).




          “Tax Benefit” shall have the meaning provided in Section 4.04(a).




          “Taxes” shall have the meaning provided in Section 4.04(a).




          “Test Date” shall mean, with respect to any Start Date, the last day of the most recent fiscal
quarter of Trizec ended immediately prior to such Start Date.




          “Test Period” shall mean, for any Person, each period of four consecutive completed fiscal
quarters of such Person (in each case taken as one accounting period); provided,
however, for purposes of calculating Net Operating Income only insofar as Net Operating Income
is used to compute Borrowing Base Property NOI, such Test Period instead shall be the most recently
ended two completed fiscal quarters of such Person.




          “TIC Borrowing Base Property” shall mean each Borrowing Base Property that is owned or ground
leased by tenants in common.




          “Total Commitment” shall mean, at any time, the sum of the Commitments of each of the Lenders.




          “Total Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving Loan
Commitments of each of the Lenders.




          “Total Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal to the
remainder of (x) the Total Revolving Loan Commitment at such time less (y) the sum of the aggregate
principal amount of all Revolving Loans, Swingline Loans and Competitive Bid Loans then outstanding
plus the then aggregate amount of all Letter of Credit Outstandings.




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          “Tranche” shall mean the respective facility and commitments utilized in making Loans
hereunder, with there being two (2) separate Tranches on the Effective Date, i.e., the Revolving
Loans and the Swingline Loans.




          “TRE” shall mean Trizec R&E Holdings, LLC, a Delaware limited liability company.




          “Trizec” shall mean Trizec Properties, Inc., a Delaware corporation.




          “Trizec Canada” shall mean Trizec Canada Inc., a publicly-traded Ontario corporation.




          “Trizec Canada Control Requirements” shall mean: (i)(x) one or more members of the Munk Family
has (and does not fail to exercise) the power to elect a majority of the directors of Trizec Canada
solely through the ownership of Multiple Voting Shares, or (y) no Person or “group” (within the
meaning of Sections 13(d) and 14(d) under the Exchange Act, as in effect on the Effective Date) (A)
shall have beneficial ownership of 25% or more on a fully diluted basis of the voting and/or
economic interest in the capital stock of Trizec Canada (provided that the beneficial
ownership by any Person or “group” of 25% or more on a fully diluted basis of the voting and/or
economic interest in the capital stock of Trizec Canada on or prior to the date on which one or
more members of the Munk Family ceases to have (or fails to exercise) the power to elect a majority
of the directors of Trizec Canada shall be permitted under this clause (i)(y)(A) so long as such
Person or “group” (x) does not acquire any beneficial ownership of any additional voting and/or
economic interest in the capital stock of Trizec Canada and (y) reduces such beneficial ownership
to less than 25% (30% in the case of the Canada Pension Plan Investment Board (“CPPIB”) on a fully
diluted basis, in each case within 60 days following such date; and provided further, that
beneficial ownership of up to 30% on a fully diluted basis of the voting and/or economic interest
in the capital stock of Trizec Canada by CPPIB shall be permitted under this clause (i)(y)(A),
although any subsequent transfer, sale or other disposition by CPPIB of all or any portion of the
shares of capital stock of Trizec Canada shall be subject to the provisions of this clause
(i)(y)(A) determined without regard to this proviso) or (B) shall have obtained the power (whether
or not exercised) to elect a majority of the directors of Trizec Canada, and (ii) the Board of
Directors of Trizec Canada continues to consist of a majority of Continuing Trizec Canada
Directors.




          “Trizec Guaranty” shall mean the guaranty of Trizec pursuant to Section 14.




          “Trizec JV” shall mean each Borrowing Base Property Owner in which a Subsidiary of Trizec owns
an Equity Interest, but which is not directly or indirectly wholly owned by Trizec.




          “Trizec QEAA Lessee” shall have the meaning provided in the definition of “1031 Exchange
Conditions.”




          “Trizec QEAA Loan” shall have the meaning provided in the definition of “1031 Exchange
Conditions”.




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          “Trizec QEAA Party” shall have the meaning provided in the definition of “1031 Exchange
Conditions.”




          “Type” shall mean the type of Loan (other than a Competitive Bid Loan) determined with regard
to the interest option applicable thereto i.e., whether a Base Rate Loan or a Eurodollar Rate Loan.




          “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the relevant
jurisdiction.




          “Unconsolidated Allocation Percentage” shall mean, for any Person, with respect to such
Person’s Unconsolidated Entities the percentage ownership interest of such Person in such
Unconsolidated Entity.




          “Unconsolidated Entity” shall mean, with respect to any Person, at any date, any other Person
in whom such Person holds an Investment, and whose financial results would not be consolidated
under GAAP with the financial results of such Person on the consolidated financial statements of
such Person, if such statements were prepared as of such date.




          “Unencumbered” shall mean, with respect to any Property, that such Property is not subject to
any Lien or other restrictions of the type described in the introductory paragraph to Section 9.01
other than a Permitted Encumbrance.




          “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the value of
the accumulated plan benefits under the Plan determined on a plan termination basis in accordance
with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes
of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such
liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).




          “United States” and “U.S.” shall each mean the United States of America.




          “Unpaid Drawing” shall have the meaning provided in Section 2.05(a).




          “Unrestricted Cash and Cash Equivalents” of any Person shall at any time shall mean the sum of
(a) the aggregate amount of all unrestricted cash then actually held by such Person or any of its
Subsidiaries (excluding without limitation until forfeited to, or otherwise entitled to be retained
by, such Person or any of its Subsidiaries, tenant security and other restricted deposits) and (b)
the aggregate amount of all unrestricted Cash Equivalents (valued at fair market value) then held
by such Person or any of its Subsidiaries. As used in this definition, “unrestricted” shall mean
the specified asset is not subject to any Liens in favor of any Person.




          “Unsecured Consolidated Total Indebtedness” of any Person at any time shall mean the aggregate
amount of all Consolidated Total Indebtedness of such Person at such time (including, without
limitation, all outstanding Obligations and all Unsecured Indebtedness in the form of payment
guaranties of Secured Indebtedness) that is not Secured Consolidated Total Indebtedness;
provided, however, that solely for the purpose of calculating the Borrowing Base
Amount, Unsecured Consolidated Total Indebtedness of Trizec shall not include up to




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$100,000,000 of
Unsecured Indebtedness incurred at any time by Trizec (but not any other Credit Party) under
payment guaranties by it of the Secured Consolidated Total Indebtedness of its Subsidiaries for
borrowed money.




          “Unsecured Indebtedness” of any Person shall mean any Indebtedness of such Person that is not
secured by a Lien evidenced by a mortgage, deed of trust, security agreement, pledge agreement or
other similar security interest on any Property of such Person.




          “Unutilized Revolving Loan Commitment” shall mean, with respect to any Lender at any time, an
amount equal to the remainder of (x) such Lender’s Revolving Loan
Commitment at such time, less (y) the sum of the aggregate principal amount of all Revolving
Loans of such Lender then outstanding and such Lender’s Percentage of all Letter of Credit
Outstandings at such time.




          “Utilization Percentage” shall mean, at any time, the ratio (expressed as a percentage) of (a)
the sum of (i) the aggregate principal amount of all Revolving Loans outstanding at such time and
(ii) the aggregate amount of all Letter of Credit Outstandings at such time to (b) the Total
Commitment at such time.




          “Wholly-Owned Subsidiary” shall mean, as to any Person, (i) any corporation 100% of whose
capital stock (other than directors’ qualifying shares and other nominal amounts of shares required
by applicable law to be held by Persons (other than directors)) is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited
liability company, association, joint venture or other entity in which such Person and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% Equity Interest at such time. For
purposes of this definition, the Borrower shall be deemed to be a Wholly-Owned Subsidiary of Trizec
as long as the requirements of Section 8.04(b) continue to be satisfied with respect to the
Borrower.




          SECTION 12. The Administrative Agent.




          12.01 Appointment. The Lenders hereby irrevocably designate and appoint DBTCA as
Administrative Agent to act as specified herein and in the other Credit Documents. Each Lender
hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be
deemed irrevocably to authorize, the Administrative Agent to take such action on their behalf under
the provisions of this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the Administrative Agent
by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its duties hereunder by or through its respective officers,
directors, agents, employees or affiliates.




          12.02 Nature of Duties. The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and in the other Credit
Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees
or affiliates shall be liable to the Lenders for any action taken or omitted by it or them
hereunder or under any other Credit Document or in connection herewith or therewith, unless




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caused
by its or their gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). The duties of the Administrative Agent shall
be mechanical and administrative in nature; the Administrative Agent shall not have by reason of
this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or
the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended to or shall be so construed as to impose upon the Administrative Agent any
obligations
in respect of this Agreement or any other Credit Document except as expressly set forth herein
or therein.




          12.03 Lack of Reliance on the Administrative Agent. Independently and without
reliance upon the Administrative Agent, each Lender and the holder of each Note, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent investigation of the
financial condition and affairs of the Credit Parties and their respective Subsidiaries in
connection with the making and the continuance of the Loans, the issuance of and participation in
Letters of Credit and the taking or not taking of any action in connection herewith and (ii) its
own appraisal of the creditworthiness of the Credit Parties and their respective Subsidiaries and,
except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender or the holder of
any Note with any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter. The Administrative
Agent shall not be responsible to any Lender or the holder of any Note for any recitals,
statements, information, representations or warranties herein or in any document, certificate or
other writing delivered in connection herewith or for the execution, effectiveness, genuineness,
validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or
any other Credit Document or the financial condition of the Credit Parties or any of their
respective Subsidiaries or be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of the Credit Parties or any of their respective Subsidiaries
or the existence or possible existence of any Default or Event of Default.




          12.04 Certain Rights of the Administrative Agent. The Administrative Agent shall have
the right to request instructions from the Required Lenders at any time. If the Administrative
Agent shall request instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit Document, the
Administrative Agent shall be entitled to refrain from such act or taking such action unless and
until the Administrative Agent shall have received instructions from the Required Lenders; and the
Administrative Agent shall not incur liability to any Person by reason of so refraining. Without
limiting the foregoing, no Lender or the holder of any Note shall have any right of action
whatsoever against the Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder or under any other Credit Document in accordance with the
instructions of the Required Lenders.




          12.05 Reliance. The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone
message signed, sent or made by any Person that the Administrative Agent believed to be the proper
Person, and, with respect to all legal matters pertaining to this Agreement and any other




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Credit
Document and its duties hereunder and thereunder, upon advice of counsel selected by the
Administrative Agent (which may be counsel for any of the Credit Parties) and, with respect to
other matters, upon advice of independent public accountants or other experts selected by it.




          12.06 Indemnification. To the extent the Administrative Agent is not reimbursed and
indemnified by the Credit Parties, the Lenders will reimburse and indemnify the Administrative
Agent, in proportion to their respective “percentages” as used in determining the Required Lenders,
for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on,
asserted against or incurred by the Administrative Agent in performing its respective duties
hereunder or under any other Credit Document, in any way relating to or arising out of this
Agreement or any other Credit Document; provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or
willful misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).




          12.07 The Administrative Agent in its Individual Capacity. With respect to its
obligation to make Loans, or issue or participate in Letters of Credit, under this Agreement, the
Administrative Agent shall have the rights and powers specified herein for a “Lender” and may
exercise the same rights and powers as though it were not performing the duties specified herein;
and the term “Lenders,” “Required Lenders,” “holders of Notes” or any similar terms shall, unless
the context clearly otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent may accept deposits from, lend money to, and generally engage
in any kind of banking, investment banking, advisory, trust or other business with any Credit Party
or any Affiliate of a Credit Party as if it were not performing the duties specified herein, and
may accept fees and other consideration from any Credit Party for services in connection with this
Agreement and otherwise without having to account for the same to the Lenders.




          12.08 Holders. The Administrative Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of the assignment,
transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.




          12.09 Resignation by the Administrative Agent; Removal of the Administrative Agent.
(a) The Administrative Agent may resign from the performance of all its functions and duties
hereunder and/or under the other Credit Documents at any time by giving 15 Business Days’ prior
written notice to the Lenders and the Borrower. Such resignation shall take
effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and
(c) below or as otherwise provided below.




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          (b) Upon any such notice of resignation, the Required Lenders shall appoint a successor
Administrative Agent hereunder or thereunder which shall be a commercial bank or trust company
reasonably acceptable to the Borrower.




          (c) If a successor Administrative Agent shall not have been so appointed within such 15
Business Day period, the Administrative Agent, with the consent of the Borrower (which consent
shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent
which shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided above.




          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c)
above by the 20th Business Day after the date such notice of resignation was given by
the Administrative Agent, the Administrative Agent’s resignation shall become effective and the
Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder
and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.




          (e) Upon resignation of the Administrative Agent pursuant to this Section 12.09, the
Administrative Agent shall remain indemnified to the extent provided in this Agreement and the
other Credit Documents and the provisions of this Section 12 shall continue in effect for the
benefit of such Administrative Agent for all of its actions and inactions while serving as the
Administrative Agent.




          (f) In addition, the Required Lenders shall have the right to remove the Administrative Agent
and appoint a successor Administrative Agent who shall be a commercial bank or trust company
reasonably acceptable to the Borrower in the event that the Administrative Agent has been grossly
negligent or has willfully misconducted itself in performing its functions and duties under this
Agreement.




          SECTION 13. Miscellaneous.




          13.01 Payment of Expenses, etc. The Borrower shall: (i) whether or not the
transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and
expenses of (A) the Administrative Agent and its affiliates (including, without limitation, the
reasonable fees and disbursements of White & Case LLP) in connection with the preparation,
execution and delivery of this Agreement and the other Credit Documents and the documents and
instruments referred to herein and therein, any addition of a Real Estate Asset to, or removal of a
Borrowing Base Property from, the Borrowing Base, and any amendment, waiver or consent relating to
this Agreement, the other Credit Documents or the documents and instruments referred to herein and
therein, (B) the Administrative Agent and its affiliates in connection with their syndication
efforts (including, without limitation, printing, distribution and meetings) with respect to this
Agreement and (C) the Administrative Agent and its affiliates and, after the occurrence of an
Event of Default, each of the Lenders in connection with the enforcement of this Agreement and
the other Credit Documents and the documents and instruments referred to herein and therein or in
connection with any refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a “workout” or pursuant to any




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insolvency or bankruptcy proceedings
(including, in each case in respect of preceding clauses (A), (B) and (C) without limitation, (x)
the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and
its affiliates (it being understood that, for purposes of this clause (i), the Administrative Agent
and its affiliates shall be entitled to be reimbursed for one primary counsel and, to the extent
that the Administrative Agent in its good faith reasonable discretion determines that additional
counsel is necessary or advisable, for one or additional local or foreign counsel in each
jurisdiction in which the Administrative Agent has made such a determination) and (y) after the
occurrence of an Event of Default, also the reasonable fees and disbursements of only one counsel
for the other Lenders as a group); (ii) pay and hold the Administrative Agent and each of the
Lenders harmless from and against any and all present and future stamp, excise and other similar
documentary taxes with respect to the foregoing matters and save the Administrative Agent and each
of the Lenders harmless from and against any and all liabilities with respect to or resulting from
any delay or omission (other than to the extent attributable to the Administrative Agent or such
Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each
of their respective affiliates officers, directors, employees, representatives and agents from and
hold each of them harmless against any and all liabilities, obligations (including removal or
remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses
and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements)
incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in
any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether
or not the Administrative Agent or any Lender is a party thereto and whether or not such
investigation, litigation or other proceeding is brought by or on behalf of any Credit Party)
related to the entering into and/or performance of this Agreement or any other Credit Document or
the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein or
in any other Credit Document or the exercise of any of their rights or remedies provided herein or
in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the
air, surface, water or groundwater or on the surface or subsurface of any Real Property at any time
owned, leased or operated, directly or indirectly, by any of the Credit Parties or any of their
respective Subsidiaries or any other Person which is a Borrowing Base Property Owner, the
generation, storage, transportation, handling or disposal of Hazardous Materials by any of the
Credit Parties or any of their respective Subsidiaries at any location, whether or not owned,
leased or operated by any of the Credit Parties or any of their respective Subsidiaries, the
non-compliance of any Real Property, directly or indirectly, at any time owned, leased or operated
by any of the Credit Parties or any of their respective Subsidiaries or any other Person which is a
Borrowing Base Property Owner, with foreign, federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to such Real Property, or any
Environmental Claim asserted against any of the Credit Parties, any of their respective
Subsidiaries or any other Person which is a Borrowing Base Property Owner, or any Real Property at
any time owned, leased or operated by any of the Credit Parties or any of their respective
Subsidiaries or any other Person which is a Borrowing Base Property Owner, including, in each case,
without limitation, the reasonable fees and disbursements of counsel and oth
er consultants incurred
in connection with any such
investigation, litigation or other proceeding (but excluding any losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct
of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and
non-appealable decision)). In




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addition, the foregoing indemnification in favor of any director,
officer, employee, representative or agent of the Administrative Agent or any Lender shall be
solely in their respective capacities as such director, officer, employee, representative or agent.
To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent,
any Lender or any other indemnified person set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.




          13.02 Right of Setoff. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default, the Administrative Agent and each Lender is hereby authorized at any time
or from time to time, without presentment, demand, protest or other notice of any kind to any
Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and
to appropriate and apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by such Lender (including, without limitation, by branches and agencies of
the Administrative Agent or such Lender wherever located) to or for the credit or the account of
any Credit Party against and on account of the Obligations and liabilities of the Credit Parties to
the Administrative Agent or such Lender under this Agreement or under any of the other Credit
Documents, including, without limitation, all interests in Obligations purchased by such Lender
pursuant to Section 13.06(b), and all other claims of any nature or description arising out of or
connected with this Agreement or any other Credit Document, irrespective of whether or not such
Lender shall have made any demand hereunder and although said Obligations, liabilities or claims,
or any of them, shall be contingent or unmatured.




          13.03 Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telex or telecopier and, in
the case of any confirmation by the Administrative Agent contemplated by Section 8.13(a), email)
and mailed, telexed, telecopied or delivered: if to any Credit Party, at the address specified
opposite such Credit Party’s signature below or as provided in the Subsidiaries Guaranty, as the
case may be; if to any Lender, at its address specified on Schedule II; and if to the
Administrative Agent, at the Notice Office; or, as to the Borrower, any other Credit Party or the
Administrative Agent, at such other address as shall be designated by such party in a written
notice to the other parties hereto and, as to each Lender, at such other address as shall be
designated by such Lender in a written notice to the Borrower and the Administrative Agent. All
such notices and communications shall, when mailed, telexed or telecopied, or sent by overnight
courier, be effective (x) three Business Days after deposited in the mails, (y) one Business Day
after delivered to a recognized overnight courier, as the case may be, or (z) when sent by telex or
telecopier, except that notices and communications to the Administrative Agent and the Borrower
shall not be effective until received by the Administrative Agent or the Borrower, as the case may
be.




          13.04 Benefit of Agreement; Assignments; Participations. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, the Credit Parties may not assign
or transfer any of their respective rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of the Lenders (and any attempted such assignment




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or transfer without such consent shall be null and void) and, provided further, that,
although any Lender may transfer, assign or grant participations in its rights hereunder, such
Lender shall remain a “Lender” for all purposes hereunder and the transferee, assignee or
participant, as the case may be, shall not constitute a “Lender” hereunder and, provided
further, that no Lender shall transfer or grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond
the Maturity Date) in which such participant is participating, or reduce the rate or extend the
time of payment of interest or Fees thereon (except in connection with a waiver of applicability of
any post-default increase in interest rates) or reduce the principal amount thereof (it being
understood that any amendment or modification to the financial definitions in this Agreement or to
Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees payable
hereunder), or increase the amount of the participant’s participation over the amount thereof then
in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment shall not constitute a change in the terms of such participation,
and that an increase in any Commitment (or the available portion thereof) or Loan shall be
permitted without the consent of any participant if the participant’s participation is not
increased as a result thereof) or (ii) consent to the assignment or transfer by the Borrower if
formed of any of their respective rights and obligations under this Agreement. In the case of any
such participation, the participant shall not have any rights under this Agreement or any of the
other Credit Documents (the participant’s rights against such Lender in respect of such
participation to be those set forth in the agreement executed by such Lender in favor of the
participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation.




          (b) Notwithstanding the foregoing, any Lender (or any Lender together with one or more other
Lenders) may (x) assign all or a portion of its Revolving Loan Commitment (and related outstandings
obligations hereunder) to (i)(A) its parent company and/or any affiliate of such Lender which is at
least 50% owned by such Lender or its parent company or (B) to one or more other Lenders or any
affiliate of any such other Lender which is at least 50% owned by such other Lender or its parent
company (provided that any fund that invests in loans and is managed or advised by the same
investment advisor of another fund which is a Lender (or by an Affiliate of such investment
advisor) shall be treated as an affiliate of such other Lender for the purposes of this sub-clause
(x)(i)(B)), or (ii) in the case of any Lender that is a fund that invests in loans, any other fund
that invests in loans and is managed or advised by the same investment advisor of such Lender or by
an Affiliate of such investment advisor, or (y) assign all, or if less than all, a portion equal to
at least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders (provided that,
in the case of an assignment pursuant to this clause (y) at a time when no Specified Default or
Event of Default exists, to the extent that the assignor Lender is to retain a Commitment after
giving effect to such assignment, such Commitment shall be in
an amount equal to at least $1,000,000), of such Commitment or Commitments and/or outstanding
Obligations hereunder to one or more Eligible Transferees, each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement,
provided that (i) at such time Schedule I shall be deemed modified to reflect the
Commitments of such new Lender and of the existing Lenders, (ii) upon the surrender of the Note or
Notes by the assigning Lender (or, upon such assigning Lender’s indemnifying the





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Borrower for any
lost Note pursuant to a customary indemnification agreement) new Notes will be issued, at the
Borrower’s expense, to such new Lender and to the assigning Lender upon the request of such new
Lender or assigning Lender, such new Notes to be in conformity with the requirements of Section
1.06 (with appropriate modifications) to the extent needed to reflect the revised Commitments
and/or outstanding Loans, (iii) the written consent of the Administrative Agent and, unless a
Default or an Event of Default then exists, the Borrower (each of which consents shall not be
unreasonably withheld or delayed) shall be required in connection with any assignment to an
Eligible Transferee pursuant to clause (y) above, (iv) the Administrative Agent shall receive at
the time of each such assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500, and (v) promptly after such assignment, the Borrower shall
have received from the Administrative Agent notice of any such assignment and of the identity,
nationality and applicable lending office of any such Eligible Transferee that is not a United
States person (as defined in Section 7701(a)(30) of the Code), together with the copy of the
Assignment and Assumption Agreement relating thereto and, provided further, that such
transfer or assignment will not be effective until recorded by the Administrative Agent on the
Register pursuant to Section 13.15. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Lender shall be relieved of its obligations hereunder with respect to its
assigned Commitments and/or outstanding Loans. At the time of each assignment pursuant to this
Section 13.04(b) to a Person which is not already a Lender hereunder and which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax
purposes, the respective assignee Lender shall, to the extent legally entitled to do so, provide to
the Borrower the appropriate Internal Revenue Service Forms (and, if applicable, a Section
4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent that an assignment of all or
any portion of a Lender’s Commitments and related outstanding Obligations pursuant to Section 1.15
or this Section 13.04(b) would, at the time of such assignment, result in increased costs under
Section 1.11 or 4.04 in excess of those being charged by the respective assigning Lender prior to
such assignment, then the Borrower shall not be obligated to pay such excess increased costs
(although the Borrower, in accordance with and pursuant to the other provisions of this Agreement,
shall be obligated to pay the costs which are not in excess of those being charged by the
respective assigning Lender prior to such assignment and any subsequent increased costs of the type
described above resulting from changes after the date of the respective assignment).
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle (“SPC”), identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make
to the Borrower pursuant to this Agreement, provided that (i) such Granting Lender’s
obligations under this Agreement (including, without limitation, its Commitment hereunder) shall
remain unchanged, (ii) such Granting Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and
directly with such Granting Lender in
 connection with such Granting Lender’s rights and
obligations under this Agreement, (iv) no SPC shall have any right to approve any amendment or
waiver of any provision of this Agreement or any Note, or any consent to any departure by the
Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the
principal of, or interest on, the Loans or any fees or other amounts payable hereunder, in each
case to the extent subject to such grant of funding option, or postpone any date fixed for any




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payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder,
in each case to the extent subject to such grant of funding option, (v) nothing herein shall
constitute a commitment by any SPC to make any Loan and (vi) if an SPC elects not to exercise such
option or otherwise fails to provide all or any of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the applicable Commitment of the Granting Lender to the same extent and as if such
Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding commercial paper or
other senior indebtedness of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 13.04(b), any SPC may (i) with
notice to, but without the prior written consent of, the Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any financial institutions (consented to by the Administrative Agent
and, unless a Default or an Event of Default exists, the Borrower (which consent shall not be
unreasonably withheld or delayed)) providing liquidity and/or credit support to or for the account
of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential
basis consistent with the restrictions set forth in Section 13.16 any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.




          (c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and
Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank and, with prior notice to the Administrative Agent, any Lender which is a fund
may pledge all or any portion of its Notes or Loans to its trustee or to a collateral agent
providing credit or credit support to such Lender in support of its obligations to its trustee or
such collateral agent, as the case may be. No pledge pursuant to this clause (c) shall release the
transferor Lender from any of its obligations hereunder.




          13.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the
Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under
any other Credit Document and no course of dealing between any Credit Party and the Administrative
Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Credit Document preclude any other or
further exercise
thereof or the exercise of any other right, power or privilege hereunder or thereunder. The
rights, powers and remedies herein or in any other Credit Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent or
any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall
entitle such Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent or any Lender to any
other or further action in any circumstances without notice or demand.




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          13.06 Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the
Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of
the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the
Lenders (other than any Lender that has consented in writing to waive its pro rata
share of any such payment) pro rata based upon their respective shares, if any, of
the Obligations with respect to which such payment was received.




          (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by
voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s
lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents,
or otherwise, except as a result of Sections 1.15 or 13.04), which is applicable to the payment of
the principal of, or interest on, the Loans, Unpaid Drawings or Fees, of a sum which with respect
to the related sum or sums received by other Lenders is in a greater proportion than the total of
such Obligation then owed and due to such Lender bears to the total of such Obligation then owed
and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the other Lenders an
interest in the Obligations of the Borrower to such Lenders in such amount as shall result in a
proportional participation by all the Lenders in such amount; provided that if all or any
portion of such excess amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but without interest.




          (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding
Sections 13.06(a) and (b) shall be subject to the express provisions of this Agreement which
require, or permit, differing payments to be made (i) to the various Tranches hereunder and (ii) to
Non-Defaulting Lenders as opposed to Defaulting Lenders.




          13.07 Calculations; Computations. (a) The financial statements to be furnished to
the Lenders pursuant hereto shall be made and prepared in accordance with GAAP, consistently
applied throughout the periods involved (except as set forth in the notes thereto or as otherwise
disclosed in writing by the Borrower to the Lenders and except, in the case of interim financial
statements, for normal year-end adjustments); provided that except as otherwise
specifically provided herein, all computations determining the Borrower’s compliance with Section 9
and the definition of Applicable Margin and all other defined financial terms relating to the
Borrower shall utilize accounting principles and policies in the United States in conformity with
those used to prepare the historical financial statements described in Section 7.05(a); and provided further, that the
financial covenants set forth in Sections 8.11 and 9.10-9.14 shall assume that Trizec owns 100% of
the Equity Interests in the Borrower.




          (b) All computations of interest and Fees hereunder shall be made on the basis of a year of
360 days for the actual number of days (including the first day but excluding the last day, except
in the case of Letters of Credit Fees and Facing Fees, the last day shall be included) occurring in
the period for which such interest or Fees are payable; provided that all computations of
interest on Base Rate Loans determined by reference to the Prime Lending Rate shall be based on the
actual number of days elapsed over a year of 365 days (or 366 days, as the case maybe).




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          13.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (A)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. THE PARTIES ACKNOWLEDGE THAT NEW YORK HAS A SUBSTANTIAL RELATIONSHIP TO THE
UNDERLYING TRANSACTIONS RELATED TO THIS AGREEMENT AND TO THE PARTIES INVOLVED.




          ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY
BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
OF NEW YORK IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH CREDIT
PARTY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION
OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH
COURTS LACK PERSONAL JURISDICTION OVER IT. EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY AT
ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS
AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING
COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY
INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION INCLUDING IN ANY STATE IN
WHICH ANY BORROWING BASE PROPERTY IS SITUATED.




          (B) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




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          (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




          13.09 Counterparts. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.




          13.10 Effectiveness. This Agreement shall become effective on the date (the
“Effective Date”) on which (i) the Borrower, Trizec, the Administrative Agent and the Lenders shall
have signed a counterpart hereof (whether the same or different counterparts) and shall have
delivered the same to the Administrative Agent at the Notice Office or, in the case of the Lenders,
shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex
notice (actually received) at such office that the same has been signed and mailed to it and (ii)
the conditions contained in Section 5 are met to the satisfaction of the Administrative Agent and
the Lenders. Unless the Administrative Agent has received actual notice from any Lender that the
conditions described in clause (ii) of the preceding sentence have not been met to its
satisfaction, upon the satisfaction of the condition described in clause (i) of the immediately
preceding sentence and upon the Administrative Agent’s good faith determination that the conditions
described in clause (ii) of the immediately preceding sentence have been met, then the Effective
Date shall have been deemed to have occurred, regardless of any subsequent determination that one
or more of the conditions thereto had not been met (although the occurrence of the Effective Date
shall not release the Borrower from any liability for failure to satisfy one or more of the
applicable conditions contained in Section 5). The Administrative Agent shall give the Borrower
and each Lender prompt written notice of the occurrence of the Effective Date.




          13.11 Headings Descriptive. The headings of the several sections and subsections of
this Agreement are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.




          13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit
Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless
such change, waiver, discharge or termination is in writing signed by the Borrower and the Required
Lenders, provided that no such change, waiver, discharge or termination shall, without the
consent of each Lender (other than a Defaulting Lender) (with Obligations being directly modified
in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or
Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or
reduce the rate or extend the time of payment of interest or Fees thereon (except in connection
with the waiver of applicability of any post-default increase in interest rates), or reduce the
principal amount thereof (it being understood that any amendment or modification to the financial
definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate
or interest or Fees for the purposes of this clause (i)), (ii) release of




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Trizec or all or
substantially all of the Subsidiary Guarantors from their respective obligations under the Guaranty
to which it is (or they are) a party (except, in each case, as expressly permitted by the Credit
Documents), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical
amendments with respect to additional extensions of credit pursuant to this Agreement which afford
the protections to such additional extensions of credit of the type provided to the Commitments on
the Effective Date), (iv) amend the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may
be included in the determination of the Required Lenders on substantially the same basis as the
extensions of Revolving Loans are included on the Effective Date) or (v) consent to the assignment
or transfer by the Borrower or Trizec of any of its rights and obligations under this Agreement;
provided further, that no such change, waiver, discharge or termination shall (1) amend,
modify or waive any condition precedent set forth in Section 6 with respect to the making of
Revolving Loans, Swingline Loans, Competitive Bid Loans or the issuance of Letters of Credit,
without the written consent of the Majority Lenders holding Revolving Loan Commitments, (2)
increase the Commitment of any Lender over the amount thereof then in effect without the consent of
such Lender (it being understood that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not
constitute an increase of the Commitment of any Lender, and that an increase in the available
portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such
Lender), (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or
obligations with respect to Swingline Loans, (4) without the consent of each Issuing Lender, amend,
modify or waive any provision of Section 2 or alter its rights or obligations with respect to
Letters of Credit, (5) without the consent of the Administrative Agent, amend, modify or waive any
provision of Section 12 or any other provision as same relates to the rights or obligations of the
Administrative Agent, or (6) without the consent of the Majority Lenders of the respective Tranche
effected thereby, amend the definition of Majority Lenders (it being understood that, with the
consent of the Required Lenders, additional
extensions of credit pursuant to this Agreement may be included in the determination of the
Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are
included on the Effective Date).




          (b) If, in connection with any proposed change, waiver, discharge or termination to any of the
provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first
proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one
or more of such other Lenders whose consent is required is not obtained, then the Borrower shall
have the right, so long as all non-consenting Lenders whose individual consent is required are
treated as described in either clause (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 1.15 so
long as at the time of such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitments
and/or repay all outstanding Loans of such Lender in accordance with Sections 3.02(b) and/or
4.01(b), provided that, unless the Commitments that are terminated, and Loans repaid,
pursuant to preceding clause (B) are immediately replaced in full at such time through the addition
of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who
in each case must specifically consent thereto), then in the case of any action pursuant to
preceding clause (B) the Required Lenders (determined after




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giving effect to the proposed action)
shall specifically consent thereto; provided further, that in any event the Borrower shall
not have the right to replace a Lender or repay its Loans solely as a result of the exercise of
such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the
second proviso to Section 13.12(a).




          13.13 Survival. All indemnities set forth herein including, without limitation, in
Sections 1.11, 1.12, 2.06, 4.04, 12.06 and 13.01 shall survive the execution, delivery and
termination of this Agreement and the Notes and the making and repayment of the Obligations.




          13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for
the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the
contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14
would, at the time of such transfer, result in increased costs under Sections 1.11, 1.12, 2.06 or
4.04 in excess of those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such excess increased costs (although the Borrower, in
accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay
the costs which would apply in the absence of such designation and any subsequent increased costs
of the type described above resulting from changes after the date of the respective transfer).




          13.15 Register. The Borrower hereby designates the Administrative Agent to serve as
the Borrower’s agent, solely for purposes of this Section 13.15, to maintain a register (the
“Register”) on which it will record the Loans made by each of the Lenders and each repayment
in respect of the principal amount of the Loans of each Lender. Failure to make any such
recordation, or any error in such recordation shall not affect the Borrower’s obligations in
respect of such Loans. With respect to any Lender, the transfer of the Commitment of such Lender
and the rights to the principal of, and interest on, any Loan made pursuant to this Agreement shall
not be effective until such transfer is recorded on the Register maintained by the Administrative
Agent with respect to ownership of such Commitment and Loans and prior to such recordation all
amounts owing to the transferor with respect to such Loans shall remain owing to the transferor.
The registration of assignment or transfer of all or part of any Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).
Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative
Agent for acceptance and registration of assignment or transfer of all or part of a Commitment and
any related Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall
surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the
request of such Lender. The Borrower agrees to indemnify the Administrative Agent from and against
any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on,
asserted against or incurred by the Administrative Agent in performing its duties under this
Section 13.15, provided that the Borrower shall have no obligation to indemnify the Administrative
Agent for any loss, claim, damage, liability or expense to the extent that same resulted from the
gross negligence or willful misconduct of the Administrative Agent (as determined by a court of
competent jurisdiction in a final and non-appealable decision).




-115-









 








          13.16 Confidentiality. Each Lender agrees that it will (x) use its reasonable efforts
not to disclose without the prior consent of the Borrower (other than to its affiliates and to its
or its affiliates’ respective employees, officers, auditors, examiners, advisors or counsel or to
another Lender if the Lender or such Lender’s holding or parent company in its reasonable good
faith discretion determines that any such party should have access to such information, provided
such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such
Lender) any non-public information with respect to any of the Credit Parties or any of their
respective Subsidiaries which is now or in the future furnished pursuant to this Agreement or any
other Credit Document by the Borrower or Trizec and (y) use any such non-public information (A) for
purposes relating to this Agreement, the other Credit Documents or any of the transactions
contemplated hereby or thereby (including, without limitation, in connection with (i) the
evaluation, administration, monitoring or enforcement of any of the Credit Documents or the
Obligations or (ii) satisfying or cooperating in any Person’s regulatory or other compliance
requirements) or (B) in connection with other services at the request or for the benefit of Trizec,
the Borrower and their respective Subsidiaries, provided that any Lender may disclose any
such information (a) as has become generally available to the public, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve
Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors, (c) as may be required or appropriate in respect of any
summons or subpoena or in connection with any litigation, (d) in order to comply
with any law, order, regulation or ruling applicable to such Lender, (e) to the Administrative
Agent or any other Lender and (f) to any prospective or actual transferee or participant in
connection with any contemplated transfer or participation of any of the Notes or Commitments or
any interest therein by such Lender, provided that such prospective transferee shall be subject to
the provisions of this Section 13.16.




          13.17 Limitation on Additional Amounts, etc. Notwithstanding anything to the contrary
contained in Section 1.11, 1.12, 2.06 or 4.04, unless a Lender gives notice to the Borrower that it
is obligated to pay an amount under the respective Section within 180 days after the later of (x)
the date the Lender incurs the respective increased costs, loss, expense or liability, reduction in
amounts received or receivable or reduction in return on capital or (y) the date such Lender has
actual knowledge of its incurrence of the respective increased costs, loss, expense or liability,
reductions in amounts received or receivable or reduction in return on capital, then such Lender
shall only be entitled to be compensated for such amount by the Borrower pursuant to said Sections
1.11, 1.12, 2.06 or 4.04, as the case may be, to the extent the costs, loss, expense or liability,
reduction in amounts received or receivable or reduction in return on capital are incurred or
suffered on or after the date which occurs 180 days prior to such Lender giving notice to the
Borrower that it is obligated to pay the respective amounts pursuant to said Sections 1.11, 1.12,
2.06, or 4.04, as the case may be; provided, however, that if the circumstances
giving rise to such claims have a retroactive effect, such 180-day period shall be extended to
include the period of such retroactive effect. This Section 13.17 shall have no applicability to
any Section of this Agreement other than said Sections 1.11, 1.12, 2.06 or 4.04.




          13.18 No Third Party Beneficiary. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective




-116-









 







permitted
successors and assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.




          13.19 Waiver of Sovereign Immunity. To the extent that any Credit Party has or
hereafter may acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution,
or otherwise) with respect to itself or its property, such Credit Party hereby irrevocably waives
such immunity in respect of its obligations hereunder to the extent permitted by applicable law
and, without limiting the generality of the foregoing, agrees that the waivers set forth in this
Section 13.19 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of
1976 of the United States and are intended to be irrevocable for purposes of such Act.




          13.20 Judgment Currency. (a) The Credit Parties’ obligations hereunder and under the
other Credit Documents to make payments in Dollars (the “Obligation Currency”) shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any
currency other than the Obligation Currency, except to the extent that such tender or recovery
results in the effective receipt by the Administrative Agent or the respective Lender of the full
amount of the Obligation Currency expressed to be payable to the Administrative Agent or such
Lender under this Agreement or the other Credit Documents. If for the purpose of obtaining or
enforcing judgment against any Credit Party in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation
Currency, the conversion shall be made at the rate of exchange (as quoted by the Administrative
Agent in good faith or if the Administrative Agent does not quote a rate of exchange on such
currency, by a known dealer in such currency designated by the Administrative Agent) determined, in
each case, as of the day on which the judgment is given (such Business Day being hereinafter
referred to as the “Judgment Currency Conversion Date”).




          (b) If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees
to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser
amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated
in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency
Conversion Date.




          (c) For purposes of determining any rate of exchange for this Section 13.20, such amounts
shall include any premium and costs payable in connection with the purchase of the Obligation
Currency.




          13.21 Maximum Rate. Notwithstanding anything to the contrary contained elsewhere in
this Agreement or in any other Credit Document, the Borrower, the Administrative Agent and the
Lenders hereby agree that all agreements among them under this Agreement and the other Credit
Documents, whether now existing or hereafter arising and whether written or oral, are expressly
limited so that in no contingency or event whatsoever shall the amount paid,




-117-









 







or agreed to be paid,
to the Administrative Agent or any Lender for the use, forbearance, or detention of the money
loaned to the Borrower and evidenced hereby or thereby or for the performance or payment of any
covenant or obligation contained herein or therein, exceed the Highest Lawful Rate. If due to any
circumstance whatsoever, fulfillment of any provisions of this Agreement or any of the other Credit
Documents at the time performance of such provision shall be due shall exceed the Highest Lawful
Rate, then, automatically, the obligation to be fulfilled shall be modified or reduced to the
extent necessary to limit such interest to the Highest Lawful Rate, and if from any such
circumstance any Lender should ever receive anything of value deemed interest by applicable law
which would exceed the Highest Lawful Rate, such excessive interest shall be applied to the
reduction of the principal amount then outstanding hereunder or on account of any other then
outstanding Obligations and not to the payment of interest, or if such excessive interest exceeds
the principal unpaid balance then outstanding hereunder and such other then outstanding
Obligations, such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to
the Administrative Agent or any Lender for the use, forbearance, or detention of the
Obligations and other Indebtedness of the Borrower to the Administrative Agent or any Lender
shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such Indebtedness until payment in full so that the actual rate of
interest on account of all such Indebtedness does not exceed the Highest Lawful Rate throughout the
entire term of such Indebtedness. The terms and provisions of this Section 13.21 shall control
every other provision of this Agreement and all agreements among the Borrower, the Administrative
Agent and the Lenders.




          13.22 USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it may be required to obtain, verify and record information that identifies the
Borrower and the other Credit Parties and their respective Subsidiaries, which information includes
the name and address of such Persons and other information that will allow such Lender to identify
such Persons in accordance with the Act, and the Borrower and Trizec agree to provide such
information from time to time to any Lender.




          SECTION 14. Trizec Guaranty.




          14.01 Guaranty. In order to induce the Administrative Agent, the Issuing Lenders and
the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the
direct benefits to be received by Trizec from the proceeds of the Loans, the issuance of the
Letters of Credit, Trizec hereby agrees with the Guaranteed Creditors as follows: Trizec hereby
unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to
the Guaranteed Creditors becomes due and payable hereunder, Trizec, unconditionally and
irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other
Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred
by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed
Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of
the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or
order of any court or administrative body




-118-









 







having jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such payee with any
such claimant (including the Borrower), then and in such event Trizec agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon Trizec, notwithstanding any
revocation of this Trizec Guaranty or other instrument evidencing any liability of the Borrower,
and Trizec shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been received by any such
payee.




          14.02 Bankruptcy. Additionally, Trizec unconditionally and irrevocably guarantees the payment of any and all
of the Guaranteed Obligations to the Guaranteed Creditors whether or not due or payable by the
Borrower upon the occurrence of any of the events specified in Section 10.05, and irrevocably and
unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand,
in lawful money of the United States.




          14.03 Nature of Liability. The liability of Trizec hereunder is primary, absolute and
unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed
Obligations, whether executed by any other guarantor or by any other party, and the liability of
Trizec hereunder shall not be affected or impaired by (a) any direction as to application of
payment by the Borrower or by any other party, or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed
Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or
(d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or
(e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such
Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and Trizec waives any
right to the deferral or modification of its obligations hereunder by reason of any such
proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section
14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed
Obligations or of any security therefor.




          14.04 Independent Obligation. The obligations of Trizec hereunder are independent of
the obligations of any other guarantor, any other party or the Borrower, and a separate action or
actions may be brought and prosecuted against Trizec whether or not action is brought against any
other guarantor, any other party or the Borrower and whether or not any other guarantor, any other
party or the Borrower be joined in any such action or actions. Trizec waives, to the fullest
extent permitted by law, the benefit of any statute of limitations affecting its liability
hereunder or the enforcement thereof. Any payment by the Borrower or other circumstance which
operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of
limitations as to Trizec.




          14.05 Authorization. Trizec authorizes the Guaranteed Creditors without notice or
demand (except as shall be required by applicable statute and cannot be waived), and without
affecting or impairing its liability hereunder, from time to time to:





    (i) change the manner, place or terms of payment of, and/or change or extend the time
of payment of, renew, increase, accelerate or alter, any of the Guaranteed



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Obligations
(including any increase or decrease in the principal amount thereof or the rate of interest
or fees thereon), any security therefor, or any liability incurred directly or
indirectly in respect thereof, and this Trizec Guaranty shall apply to the Guaranteed
Obligations as so changed, extended, renewed or altered;




    (ii) take and hold security for the payment of the Guaranteed Obligations and sell,
exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and
in any order any property by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Guaranteed Obligations or any liabilities (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;




    (iii) exercise or refrain from exercising any rights against the Borrower, any other
Credit Party or others or otherwise act or refrain from acting;




    (iv) release or substitute any of the Borrower or other Credit Parties or one or more
endorsers, guarantors or other obligors;




    (v) settle or compromise any of the Guaranteed Obligations, any security therefor or
any liability (including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and may subordinate the payment of all or any part thereof to the payment
of any liability (whether due or not) of the Borrower to its creditors other than the
Guaranteed Creditors;




    (vi) apply any sums by whomsoever paid or howsoever realized to any liability or
liabilities of the Borrower to the Guaranteed Creditors regardless of what liability or
liabilities of the Borrower remain unpaid;




    (vii) consent to or waive any breach of, or any act, omission or default under, this
Agreement, any other Credit Document, or any of the instruments or agreements referred to
herein or therein, or otherwise amend, modify or supplement this Agreement, any other Credit
Document or any of such other instruments or agreements; and/or




    (viii) take any other action which would, under otherwise applicable principles of
common law, give rise to a legal or equitable discharge of Trizec from its liabilities under
this Trizec Guaranty.



          14.06 Reliance. It is not necessary for any Guaranteed Creditor to inquire into the
capacity or powers of Trizec or any of its Subsidiaries or the officers, directors, partners or
agents acting or purporting to act on their behalf, and any Guaranteed Obligations made or created
in reliance upon the professed exercise of such powers shall be guaranteed hereunder.




          14.07 Subordination. Any indebtedness of the Borrower now or hereafter owing to
Trizec is hereby subordinated to the Guaranteed Obligations owing to the Guaranteed Creditors; and
if the Administrative Agent so requests at a time when an Event of Default exists, all such
indebtedness of the Borrower to Trizec shall be collected, enforced and received by Trizec for
the benefit of the Guaranteed Creditors and be paid over to the Administrative Agent on behalf
of the Guaranteed Creditors on account of the Guaranteed Obligations to the




-120-









 







Guaranteed Creditors,
but without affecting or impairing in any manner the liability of Trizec under the other provisions
of this Trizec Guaranty. Prior to the transfer by Trizec of any note or negotiable instrument
evidencing any such indebtedness of the Borrower to Trizec, Trizec shall mark such note or
negotiable instrument with a legend that the same is subject to this subordination. Without
limiting the generality of the foregoing, Trizec hereby agrees with the Guaranteed Creditors that
it will not exercise any right of subrogation which it may at any time otherwise have as a result
of this Trizec Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.




          14.08 Waiver. (a) Trizec waives any right (except as shall be required by applicable
statute and cannot be waived) to require any Guaranteed Creditor to (i) proceed against the
Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held
from the Borrower, any other guarantor or any other party or (iii) pursue any other remedy in any
Guaranteed Creditor’s power whatsoever. Trizec waives any defense based on or arising out of any
defense of the Borrower, any other guarantor or any other party, other than payment of the
Guaranteed Obligations to the extent of such payment, based on or arising out of the disability of
the Borrower, Trizec, any other guarantor or any other party, or the validity, legality or
unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of the Borrower other than payment of the Guaranteed Obligations to
the extent of such payment. The Guaranteed Creditors may, at their election, foreclose on any
security held by the Administrative Agent or any other Guaranteed Creditor by one or more judicial
or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to
the extent such sale is permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against the Borrower or any other party, or any security, without
affecting or impairing in any way the liability of Trizec hereunder except to the extent the
Guaranteed Obligations have been paid. Trizec waives any defense arising out of any such election
by the Guaranteed Creditors, even though such election operates to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of Trizec against the Borrower or any
other party or any security.




          (b) Trizec waives all presentments, demands for performance, protests and notices, including
without limitation notices of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Trizec Guaranty, and notices of the existence, creation or incurring of new or
additional Guaranteed Obligations. Trizec assumes all responsibility for being and keeping itself
informed of the Borrower’s financial condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks which Trizec assumes and incurs hereunder, and agrees that neither the Administrative Agent
nor any of the other Guaranteed Creditors shall have any duty to advise Trizec of information known
to them regarding such circumstances or risks.




          14.09 Payments. All payments made by Trizec pursuant to this Section 14 shall be made in Dollars and will
be made without setoff, counterclaim or other defense, and shall be subject to the provisions of
Sections 4.03 and 4.04.




          14.10 Maximum Liability. It is the desire and intent of Trizec and the Guaranteed
Creditors that this Trizec Guaranty shall be enforced against Trizec to the fullest




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extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is
sought. If, however, and to the extent that, the obligations of Trizec under this Trizec Guaranty
shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent conveyances or transfers),
then the amount of Trizec’s obligations under this Trizec Guaranty shall be deemed to be reduced
and Trizec shall pay the maximum amount of the Guaranteed Obligations which would be permissible
under applicable law.




*  
*   *





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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Agreement as of the date first above written.



Address:




	 	 	 	 	 
	Trizec Holdings Operating LLC
	 	TRIZEC HOLDINGS OPERATING LLC
	10 S. Riverside Plaza, Suite 1100

	 	 	 	 
	Chicago, IL 60606
	 	 	 	By: Trizec Properties, Inc., its sole managing member
	Phone: 312-798-6086

	 	 	 	 
	Fax: (866) 728-6454
	 	By:
	 	/s/ Michael C. Colleran
	 

	 	 	 	 
	Attention: Patrick Aldrich

	 	 	 	Title: Executive Vice President
	 

	 	 	 
	 
	 	 	 	 	 
	 	 	TRIZEC PROPERTIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael C. Colleran
	 

	 	 	 	 
	 

	 	 	 	Title: Executive Vice President
	 
	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 

	 	 	 	Individually and as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James Rolison
	 

	 	 	 	 
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ George R. Reynolds
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W. Edwards
	 

	 	 	 	 
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. H. Boese
	 

	 	 	 	 
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	BANK OF MONTREAL
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Aaron Lanski
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Marc E. Costantino
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	ING REAL ESTATE FINANCE (USA) LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael E. Shields
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Neibch
	 

	 	 	 	 
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	COMMERZBANK AG NEW YORK
AND GRAND 

    CAYMAN BRANCHES
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christian Berry
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James Brett
	 

	 	 	 	 
	 

	 	 	 	Title: Assistant Treasurer
	 
	 	 	 	 
	 	 	EUROHYPO AG, NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anthony Merolla
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Byung Lee
	 

	 	 	 	 
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	A. Brad Feine
	 

	 	 	 	 
	 

	 	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	US BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Renee Lewis
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Rex E. Rudy
	 

	 	 	 	 
	 

	 	 	 	Title: Managing Director






 









 






	 	 	 	 	 
	 	 	CHARTER ONE BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Kauffman
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dennis Owen Gallagher
	 

	 	 	 	 
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Rich Laudisi
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	MIDFIRST BANK, A
FEDERALLY CHARTERED 

    SAVINGS ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Todd G. Wright
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	SOVEREIGN BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ T. Gregory Donohue
	 

	 	 	 	 
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	ALLIED IRISH BANK, P.L.C.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathryn E. Murdoch
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Douglas S. Marron
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	MORGAN STANLEY BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Twenge
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence Andow
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James Graycheck
	 

	 	 	 	 
	 

	 	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	FIRST HORIZON BANK, A
DIVISION OF FIRST

      TENNESSEE
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Jordan O’Neill, III
	 

	 	 	 	 
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	ERSTE BANK, NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gregory T. Aptman
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bryan Lynch
	 

	 	 	 	 
	 

	 	 	 	Title: First Vice President
	 
	 	 	 	 
	 	 	PEOPLES BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven Jonassen
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Wiarda
	 

	 	 	 	 
	 

	 	 	 	Title: Vice President







 









 






SCHEDULE I




COMMITMENTS




	 	 	 	 	 
	 	 	Revolving Loan	 
	Lender	 	Commitment	 
	Deutsche Bank Trust Company Americas
	 	$	45,000,000.00	 
	Bank of America, N.A.
	 	$	45,000,000.00	 
	The Bank of Nova Scotia, New York Agency
	 	$	35,000,000.00	 
	Bank of Montreal
	 	$	40,000,000.00	 
	JPMorgan Chase Bank
	 	$	35,000,000.00	 
	ING Real Estate Finance (USA) LLC
	 	$	40,000,000.00	 
	Wells Fargo Bank, N.A.
	 	$	35,000,000.00	 
	Commerzbank AG New York and Grand Cayman Branches
	 	$	35,000,000.00	 
	EuroHypo AG, New York Branch
	 	$	40,000,000.00	 
	LaSalle Bank National Association
	 	$	40,000,000.00	 
	US Bank National Association
	 	$	35,000,000.00	 
	Wachovia Bank, National Association
	 	$	40,000,000.00	 
	Charter One Bank, National Association
	 	$	30,000,000.00	 
	PNC Bank, National Association
	 	$	33,000,000.00	 
	The Bank of New York
	 	$	22,000,000.00	 
	MidFirst Bank, a Federally Chartered Savings Association
	 	$	22,000,000.00	 
	Sovereign Bank
	 	$	28,000,000.00	 
	Allied Irish Bank, p.l.c.
	 	$	28,000,000.00	 
	Morgan Stanley Bank
	 	$	22,000,000.00	 
	Union Bank of California, N.A.
	 	$	25,000,000.00	 
	Comerica Bank
	 	$	20,000,000.00	 
	First Horizon Bank, a division of First Tennessee
	 	$	12,000,000.00	 
	Erste Bank, New York Branch
	 	$	15,000,000.00	 
	Peoples Bank
	 	$	18,000,000.00	 
	The Northern Trust Company
	 	$	10,000,000.00	 
	 
	 	 	 
	Total
	 	$	750,000,000.00	 






 









 






SCHEDULE II




LENDER ADDRESSES AND APPLICABLE LENDING OFFICES




[Intentionally Omitted]





 









 








SCHEDULE III




INITIAL BORROWING BASE PROPERTIES





	 	1.	 	Bank of America Plaza (Charlotte, North Carolina)*
	 
	 	2.	 	Sunrise Tech Park (Reston, Virginia)
	 
	 	3.	 	500 Jefferson (Houston, Texas)*
	 
	 	4.	 	601 Figueroa leasehold interest (Los Angeles, California)*
	 
	 	5.	 	First Citizens Plaza (Charlotte, North Carolina)*
	 
	 	6.	 	Palisades (Atlanta, Georgia)
	 
	 	7.	 	Northstar Center (Minneapolis, Minnesota)*
	 
	 	8.	 	1250 23rd Street (Washington, D.C.)*
	 
	 	9.	 	1065 Avenue of the Americas (New York, New York)*
	 
	 	10.	 	Galleria Towers One, Two and Three (Dallas, Texas)*
	 
	 	11.	 	Franklin Street Center Garage (Chicago, Illinois)*
	 
	 	12.	 	1225 Connecticut Avenue (Washington, D.C.)*
	 
	 	13.	 	Newport Tower (Jersey City, New Jersey)*
	 
	 	14.	 	1200 K Street (Washington, D.C.)*







 




			
	*	 	Property is located in a central business district.




 









 









SCHEDULE 2.01(c)




LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Type of	 
	 	 	Letter of	 	 	 	 	 	 	 	 	 	 	Stated	 	 	Issuance	 	 	 	 	 	 	Letter of	 
	Issuing Lender	 	Credit No.	 	 	Account Party	 	 	Beneficiary	 	 	Amount	 	 	Date	 	 	Expiry Date	 	 	Credit	 
	Deutsche Bank Trust Company Americas
	 	 	S-15856	 	 	Trizec Properties, Inc.	 	ZURICH AMERICAN INSURANCE CO.	 	$	265,000.00	 	 	 	6/4/04	 	 	 	12/1/06	 	 	Standby
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deutsche Bank Trust Company Americas
	 	 	S-15857	 	 	Trizec Properties, Inc.	 	ZURICH AMERICAN INSURANCE CO.	 	$	740,000.00	 	 	 	6/4/04	 	 	 	12/1/06	 	 	Standby
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deutsche Bank Trust Company Americas
	 	 	S-16526	 	 	Trizec Properties, Inc.	 	TRAVELERS INDEMNITY COMPANY	 	$	700,000.00	 	 	 	5/2/05	 	 	 	5/2/06	 	 	Standby






 









 






SCHEDULE 7.10 PART A




SUBSIDIARIES; SUBSIDIARY GUARANTORS





[Intentionally Omitted]







 









 








SCHEDULE 7.10 PART B




LIST OF SUBSIDIARY GUARANTORS





	1.	 	TrizecHahn 1225 Connecticut Avenue LLC, a Delaware limited liability company
	 
	2.	 	TrizecHahn 1065 LLC, a Delaware limited liability company
	 
	3.	 	TrizecHahn Franklin Center LLC, a Delaware limited liability company
	 
	4.	 	Trizec Realty, LLC, a California limited liability company
	 
	5.	 	University Town Center Associates, a California limited partnership
	 
	6.	 	EWH 1979 Development Company, L.P., a California limited partnership
	 
	7.	 	Park Meadows Mall, Ltd., a Colorado limited partnership
	 
	8.	 	TrizecHahn 1250 23rd Street NW LLC, a District of Columbia limited
liability company
	 
	9.	 	T.H.S. Northstar Associates Limited Partnership, a Minnesota limited
partnership
	 
	10.	 	TrizecHahn Newport LLC, a Delaware limited liability company
	 
	11.	 	TrizecHahn Watergate Office/Retail/Land LLC, a District of Columbia limited
liability company
	 
	12.	 	Trizec Holdings, LLC, a Delaware limited liability company
	 
	13.	 	Trizec R&E Holdings, LLC, a Delaware limited liability company
	 
	14.	 	Newport Tower Urban Renewal Company, a New Jersey general partnership




 









 











SCHEDULE 7.22




Insurance




Property Insurance:




	 	 	 
	Term:

	 	December 31, 2004 to December 31, 2005
	 
	 	 
	Perils:

	 	All risk of direct physical loss or damage including flood
and earthquake; includes boiler and machinery (“accident”),
and property in the course of construction; excludes
terrorism (certified/non-certified).
	 
	 	 
	Limits:

	 	In the event of loss or damage insured under this policy, the
Insurer shall be liable for its proportional share of
$750,000,000 per occurrence excess of the policy deductibles
as respects locations on file — subject to various customary
sub-limits for such perils as earthquake, flood, boiler &
machinery.
	 
	 	 
	Deductibles:

	 	All loss or damage arising out of any one occurrence
(including loss or damage caused by an “accident” as
described in the policy form) shall be adjusted as one loss
and from the amount of such adjusted loss the following shall
be deducted:
	 
	 	 
	 

	 	$100,000 per occurrence for all losses except for specifically listed
deductibles for such perils as earthquake, flood, named windstorm, and
business interruption.






General Liability:




	 	 	 	 	 	 	 
	Scope Of Coverage:

	 	Third Party Liability for Bodily Injury and Property
Damage arising from your Operations.	 	 	 	 
	 
	 	 	 	 	 	 
	Term:

	 	May 1, 2005 to May 1, 2006	 	 	 	 
	 
	 	 	 	 	 	 
	Limits of Liability:

	 	General Aggregate (Other Than Products/Completed Operations)
	 	$	20,000,000	 
	 

	 	Products/Completed Operations Aggregate
	 	$	5,000,000	 
	 

	 	Each Occurrence
	 	$	1,000,000	 
	 

	 	Personal & Advertising Injury Liability
	 	$	1,000,000	 
	 

	 	Damage to Premises Rented to You
	 	$	1,000,000	 
	 

	 	Medical Expense — Any One Person
	 	$	10,000	 
	 
	 	 	 	 	 	 
	 

	 	Employee Benefits Liability (Claims-Made)	 	 	 	 
	 

	 	Each Employee Limit
	 	$	1,000,000	 
	 

	 	Aggregate Limit
	 	$	2,000,000	 
	 

	 	Retroactive Date
	 	 	05/01/05	 
	 
	 	 	 	 	 	 
	Deductible:

	 	$250,000 Each Occurrence	 	 	 	 
	 

	 	Employee Benefits Liability	 	 	 	 
	 

	 	     Per Occurrence $250,000	 	 	 	 






 









 






SCHEDULE 7.22




Insurance




Business Automobile (Includes Garagekeepers Legal Liability):




	 	 	 	 	 	 	 
	Term:

	 	May 1, 2005 to May 1, 2006	 	 	 	 
	 
	 	 	 	 	 	 
	Limits/Coverages:

	 	Liability — (Combined Single Limit)
	 	$	1,000,000	 
	 

	 	Personal Injury Protection (No Fault)
	 	Basic Limit

	 

	 	(All Owned Autos subject to No-Fault)	 	 	 	 
	 

	 	Auto Medical Payments -
	 	$	5,000	 
	 

	 	Uninsured/Underinsured Motorist
	 	$	1,000,000	 






Workers’ Compensation and Employers Liability Coverage




	 	 	 
	Term:

	 	May 1, 2005 to May 1, 2006
	 
	 	 
	Limits:

	 	.      Workers’ Compensation — Statutory
	 

	 	·      Employer’s Liability:
	 

	 	       BI by Accident  $1,000,000 (Each Accident)
	 

	 	       BI by Disease    $1,000,000 (Policy Limit)
	 

	 	       BI by Disease    $1,000,000 (Each Employee)
	 
	 	 
	Deductible:

	 	       $250,000 — Each Accident






Commercial Crime:




	 	 	 
	Term:
	 	December 15, 2004 to December 15, 2005
	 
	 	 
	Limits:
	 	$10,000,000
	 
	 	 
	Deductible:
	 	$250,000






 









 






SCHEDULE 7.22




Insurance




Terrorism:




	 	 	 
	Term:
	 	December 31, 2004 to December 31, 2005
	 
	 	 
	 
	 	               (a) Certified-Acts
	Limit:
	 	$500,000,000 per occurrence
	 
	 	 
	TRIA Deductible:
	 	$50,000,000 covered by reinsurance - non-NBC only
	Company Deductible:
	 	$100,000
	 
	 	 
	 
	 	               (b) Non-Certified Acts
	Limit:
	 	$200,000,000 per occurrence
	 
	 	 
	Deductible:
	 	$10,000,000






Umbrella and Excess Liability:




	 	 	 	 	 	 	 
	Term :

	 	May 1, 2005 to May 1, 2006	 	 	 	 
	 
	 	 	 	 	 	 
	Limit of Liability:

	 	Each Occurrence
	 	$	150,000,000	 
	 

	 	General Aggregate
	 	$	150,000,000	 
	 

	 	Products / Completed Operations Aggregate
	 	$	150,000,000	 
	 
	 	 	 	 	 	 
	Self-Insured Retentions:

	 	Named Peril & Time Element/Pollution Liability
	 	$	1,000,000	 
	 

	 	Other Not Subject to Underlying Limits
	 	$	10,000	 







 









 






EXHIBIT A




FORM OF NOTICE OF BORROWING




[Intentionally Omitted]
















 






EXHIBIT B




FORM OF NOTICE OF COMPETITIVE BID BORROWING




[Intentionally Omitted]
















 






EXHIBIT C-1




FORM OF REVOLVING LOAN NOTE




			
	$                    
	 	New York, New York

_________ ___,___






     FOR VALUE RECEIVED, TRIZEC HOLDINGS OPERATING LLC, a Delaware limited liability company (the
“Borrower”), hereby promises to pay to                                          or its registered assigns
(the “Lender”), in lawful money of the United States of America in immediately available
funds, at the Payment Office (as defined in the Credit Agreement referred to below) initially
located at 90 Hudson Street, Jersey City, New Jersey 07302, on the Maturity Date (as defined in the
Credit Agreement) the principal sum of                                          DOLLARS ($___) or, if less, the then
unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement) made by the
Lender pursuant to the Credit Agreement.



     The Borrower also promises to pay interest on the unpaid principal amount hereof in like money
at said office from the date hereof until paid at the rates and at the times provided in Section
1.09 of the Credit Agreement. All payments pursuant to this Note shall be made in accordance with
the requirements of Sections 4.03 and 4.04 of the Credit Agreement.



     This Note is one of the Revolving Loan Notes referred to in the Amended and Restated Credit
Agreement, dated as of October 31, 2005, among the Borrower, Trizec Properties, Inc., the lenders
from time to time party thereto (including the Lender) and Deutsche Bank Trust Company Americas, as
Administrative Agent (as may be further amended, amended and restated, modified or supplemented
from time to time, the “Credit Agreement”), and is entitled to the benefits thereof and of
the other Credit Documents (as defined in the Credit Agreement), which include the Subsidiaries
Guaranty (as defined in the Credit Agreement). As provided in the Credit Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Maturity Date (including any
extension thereof), in whole or in part.



     In case an Event of Default (as defined in the Credit Agreement) shall occur and be
continuing, the principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement.



     The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Note.



 









 





Exhibit C-1




Page 2




     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



	 	 	 	 	 	 
	 

	 	TRIZEC
	 	HOLDINGS OPERATING LLC
	 
	 	 	 	 
	 

	 	     
	 	By: Trizec Properties, Inc., its sole managing member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







 









 






EXHIBIT C-2




FORM OF SWINGLINE LOAN NOTE




			
	$75,000,000.00
	 	New York, New York

___ ___,___






     FOR VALUE RECEIVED, TRIZEC HOLDINGS OPERATING LLC, a Delaware limited liability company (the
“Borrower”), hereby promises to pay to DEUTSCHE BANK TRUST COMPANY AMERICAS (the
“Lender”), in lawful money of the United States of America in immediately available funds,
at the Payment Office (as defined in the Credit Agreement referred to below) initially located at
90 Hudson Street, Jersey City, New Jersey 07302, on the Swingline Expiry Date (as defined in the
Credit Agreement) the principal sum of SEVENTY FIVE MILLION DOLLARS ($75,000,000.00) or, if less,
the then unpaid principal amount of all Swingline Loans (as defined in the Credit Agreement) made
by the Lender pursuant to the Credit Agreement.



     The Borrower also promises to pay interest on the unpaid principal amount of each Swingline
Loan made by the Lender in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 1.09 of the Credit Agreement. All payments pursuant to this
Note shall be made in accordance with the requirements of Sections 4.03 and 4.04 of the Credit
Agreement.



     This Note is the Swingline Loan Note referred to in the Amended and Restated Credit Agreement,
dated as of October 31, 2005, among the Borrower, Trizec Properties, Inc., the lenders from time to
time party thereto (including the Lender) and Deutsche Bank Trust Company Americas, as
Administrative Agent (as may be further amended, amended and restated, modified or supplemented
from time to time, the “Credit Agreement”), and is entitled to the benefits thereof and of
the other Credit Documents (as defined in the Credit Agreement), which include the Subsidiaries
Guaranty (as defined in the Credit Agreement). As provided in the Credit Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Swingline Expiry Date, in
whole or in part.



     In case an Event of Default (as defined in the Credit Agreement) shall occur and be
continuing, the principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement.



     The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Note.



 









 





Exhibit C-2




Page 2




     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



	 	 	 	 	 	 	 
	 	 	TRIZEC HOLDINGS OPERATING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: Trizec Properties, Inc., its sole managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







 









 






EXHIBIT D




FORM OF NOTICE OF CONVERSION/CONTINUATION




[Intentionally Omitted]
















 






EXHIBIT E




FORM OF LETTER OF CREDIT REQUEST




[Intentionally Omitted]





 









 








EXHIBIT F




FORM OF SECTION 4.04(b)(ii) CERTIFICATE




[Intentionally Omitted]




 









 








EXHIBIT G




FORM OF OPINION OF DLA PIPER RUDNICK GRAY CARY US LLP, COUNSEL TO THE CREDIT PARTIES




[Intentionally Omitted]




 









 








EXHIBIT H




FORM OF OFFICERS’ CERTIFICATE 1




     I, the undersigned, [President / Vice President / Chief Financial Officer / Treasurer] of
                                        , a                      organized and existing under the laws of                      (the
“Company”), do hereby certify on behalf of the Company that:



     1. This Certificate is furnished pursuant to Section 5.03 of the Amended and Restated Credit
Agreement, dated as October 31, 2005, among Trizec Holdings Operating LLC, as borrower, Trizec
Properties, Inc., the lenders from time to time party thereto (the “Lenders”) and Deutsche
Bank Trust Company Americas, as Administrative Agent (in such capacity, the “Administrative
Agent”) (such Credit Agreement, as in effect on the date of this Certificate, being herein
called the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in
this Certificate shall have the meanings set forth in the Credit Agreement.



     2. The following named individuals are elected officers of the Company, each holds the office
of the Company set forth opposite his or her name and has held such office since the time of any
corporate action relating to the Credit Documents or related documentation. The signature written
opposite the name and title of each such officer is his or her genuine signature.



	 	 	 	 	 
	Name2
	 	Office
	 	Signature
	 
	 	 
	 	 
	 	 	 	 	 
	                    
	 	                    
	 	                    
	 	 	 	 	 
	                    
	 	                    
	 	                    
	 	 	 	 	 
	                    
	 	                    
	 	                    






     3. Attached hereto as Exhibit A is a certified copy of the [Certificate of
Incorporation] [equivalent organizational document] of the Company, as filed in the Office of [the
Secretary of State of the State of]                                          on                     , ___, together with all
amendments thereto adopted through the date hereof.



     4. Attached hereto as Exhibit B is a true and correct copy of the [By-Laws]
[equivalent organizational documents] of the Company which were duly adopted, are in full force and
effect on the date hereof, and have been in effect since                     , ___.





 




			
	1	 	Company to make appropriate modifications to this
Certificate to reflect that the Company may be a partnership or a limited
liability company and that its general partner or managing member, as the case
may be, may be signing this Certificate on behalf of the Company.
	 
	2	 	Include name, office and signature of each officer
who will sign any Credit Document, including the officer who will sign the
certification at the end of this Certificate.




 









 










Exhibit H

Page 2




     5. Attached hereto as Exhibit C is a true and correct copy of resolutions which were
duly adopted on                     , 200___[by unanimous written consent of the Board of [Directors]
[Managers] of the Company] [by a meeting of the Board of [Directors] [Managers] of the Company at
which a quorum was present and acting throughout], and said resolutions have not been rescinded,
amended or modified. Except as attached hereto as Exhibit C, no resolutions have been
adopted by the Board of [Directors] [Managers] of the Company which deal with the execution,
delivery or performance of the Credit Documents.



     6. On the date hereof, the representations and warranties made by the Company in Credit
Documents to which the Company is a party are true and correct in all material respects with the
same effect as though such representations and warranties had been made on the date hereof, both
before and after giving effect to any incurrence of Loans on the date hereof and the application of
the proceeds thereof, unless stated to relate to a specific earlier date, in which case such
representations and warranties were true and correct in all material respects as of such specified
date.



     7. On the date hereof, no Default or Event of Default has occurred and is continuing or would
result from any Borrowing to occur on the date hereof or from the application of the proceeds
thereof.



     8. There is no proceeding for the dissolution or liquidation of the Company or threatening its
existence.



     9. Schedule I attached hereto accurately and completely sets forth the computations required
to establish compliance with Section 9.14 of the Credit Agreement on the Effective Date.



     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed this ___day
of                     , 200_.



	 	 	 	 	 	 	 
	 	 	[NAME OF COMPANY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit H

Page 3




     I, the undersigned, [Secretary/Assistant Secretary] of the Company, do hereby certify on
behalf of the Company that:



     1. [Name of Person making above certifications] is the duly elected and qualified [President
/ Vice President / Chief Financial Officer / Treasurer] of the Company and the signature above is
his genuine signature.



     2. To the best of my knowledge, the certifications made by [name of Person making above
certifications] on behalf of the Company in Item 8 above is true and correct.



     IN WITNESS WHEREOF, I have hereunto set my hand this ___day of ___, 200_.



	 	 	 	 	 	 	 
	 	 	[NAME OF CREDIT PARTY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






EXHIBIT I




FORM OF AMENDED AND RESTATED SUBSIDIARIES GUARANTY




     AMENDED AND RESTATED SUBSIDIARIES GUARANTY, dated as of October 31, 2005 (as may be further
amended, amended and restated, modified or supplemented from time to time, this
“Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and,
together with any other entity that becomes a guarantor hereunder pursuant to Section 26 hereof,
the “Guarantors”). Except as otherwise defined herein, all capitalized terms used herein
and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.



WITNESSETH:




     WHEREAS, Trizec Holdings Operating LLC (the “Borrower”), Trizec Properties, Inc.
(“Trizec”), the lenders from time to time party thereto (the “Lenders”), and
Deutsche Bank Trust Company Americas, as Administrative Agent (together with any successor
administrative agent, the “Administrative Agent”), have entered into an Amended and
Restated Credit Agreement, dated as of October 31, 2005 (as may be further amended, amended and
restated, modified or supplemented from time to time, the “Credit Agreement”), providing
for the making of Loans to, and the issuance of Letters of Credit for the account of, the Borrower
as contemplated therein (the Lenders, the Issuing Lenders and the Administrative Agent are herein
called the “Creditors”);



     WHEREAS, each Guarantor is a direct or indirect Subsidiary of the Borrower;



     WHEREAS, it is a condition to the making of Loans to, and the issuance of Letters of Credit
for the account of, the Borrower under the Credit Agreement that each Guarantor shall have executed
and delivered this Guaranty; and



     WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans to, and the issuance
of Letters of Credit for the account of, the Borrower under the Credit Agreement and, accordingly,
desires to execute this Guaranty in order to satisfy the conditions described in the preceding
paragraph.



     NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each
Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby
makes the following representations and warranties to the Creditors and hereby covenants and agrees
with each Creditor as follows:



     1. Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally
guarantees to the Creditors, the full and prompt payment when due (whether at the stated maturity,
by acceleration or otherwise) of (a) the principal of and interest on (including any interest
accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding
at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim
in any such proceeding) the Notes issued by, and the Loans made to, the Borrower under the Credit
Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit
issued under the Credit Agreement and (b) all other obligations (including obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy



 









 





Exhibit I

Page 2




Code, would become due), liabilities and indebtedness owing by (i) the Borrower and/or Trizec
to the Creditors under the Credit Agreement and each other Credit Document to which the Borrower
and/or Trizec are parties (including without limitation, indemnities, Fees and interest thereon) or
(ii) any other Guarantor under each of the Credit Documents to which it is a party (each other
Guarantor in such capacity, a “Credit Document Party”), whether now existing or hereafter
incurred under, arising out of or in connection with the Credit Agreement and each such other
Credit Document and the due performance and compliance by the Borrower and Trizec and each Credit
Document Party (the Borrower, Trizec and each Credit Document Party being sometimes referred to
herein individually as a “Primary Obligor”, and collectively as the “Primary
Obligors”) with all of the terms, conditions and agreements contained in all such Credit
Documents (all such principal, interest, liabilities, indebtedness and obligations being herein
collectively called the “Guaranteed Obligations”). Each Guarantor understands, agrees, and
confirms that the Creditors may enforce this Guaranty up to the full amount of the Guaranteed
Obligations against such Guarantor without proceeding against any other Guarantor, any other
Primary Obligor, against any security for the Guaranteed Obligations, or under any other guaranty
covering all or a portion of the Guaranteed Obligations. This Guaranty shall constitute a guaranty
of payment, and not of collection.



     2. Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and
irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or
payable by any Primary Obligor upon the occurrence in respect of any Primary Obligor of any of the
events specified in Section 10.05 of the Credit Agreement, and unconditionally and irrevocably,
jointly and severally, promises to pay such Guaranteed Obligations to the Creditors, or order, on
demand, in legal tender of the United States.



     3. The liability of each Guarantor hereunder is primary, joint and several, absolute and
unconditional and is exclusive and independent of any security for or other guaranty of the
indebtedness of any Primary Obligor whether executed by such Guarantor, any other Guarantor, any
other guarantor or any other party, and the liability of each Guarantor hereunder shall not be
affected or impaired by any circumstance or occurrence whatsoever, including, without limitation:
(a) any direction as to application of payment by any Primary Obligor or by any other party, (b)
any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any
other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other
guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in
personnel by any Primary Obligor, (e) any payment made to any Creditor on the indebtedness which
any Creditor repays any Primary Obligor pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to
the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any
action or inaction by the Creditors as contemplated in Section 6 hereof or (g) any invalidity,
irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any
security therefor.



     4. The obligations of each Guarantor hereunder are independent of the obligations of any
other Guarantor, any other guarantor or any other Primary Obligor, and a separate action or actions
may be brought and prosecuted against each Guarantor whether or not action is brought against any
other Guarantor, any other guarantor or any other Primary Obligor and whether or not any other
Guarantor, any other guarantor or any other Primary Obligor be joined



 









 





Exhibit I

Page 3




in any such action or actions. Each Guarantor waives, to the fullest extent permitted by law,
the benefits of any statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by any Primary Obligor or other circumstance which operates to toll any
statute of limitations as to any Primary Obligor shall operate to toll the statute of limitations
as to each Guarantor.



     5. Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of any
liability to which it may apply, and waives promptness, diligence, presentment, demand of payment,
protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action
by the Administrative Agent or any other Creditor against, and any other notice to, any party
liable thereon (including such Guarantor, any other Guarantor, any other guarantor or any other
Primary Obligor).



     6. Any Creditor may at any time and from time to time without the consent of, or notice to,
any Guarantor, without incurring responsibility to such Guarantor, without impairing or releasing
the obligations of such Guarantor hereunder, upon or without any terms or conditions and in whole
or in part:



     (a) change the manner, place or terms of payment of, and/or change or extend the time of
payment of, increase, renew or alter, any of the Guaranteed Obligations (including any increase or
decrease in the rate of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof, and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, increased, renewed or altered;



     (b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange,
release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any
property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the
Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and/or any offset thereagainst;



     (c) exercise or refrain from exercising any rights against any Primary Obligor, any other
Credit Party, any Subsidiary thereof or otherwise act or refrain from acting;



     (d) release or substitute any one or more endorsers, Guarantors, other guarantors, any other
Primary Obligor or other obligors;



     (e) settle or compromise any of the Guaranteed Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and may subordinate the payment of all or any part thereof to the payment of any liability
(whether due or not) of any Primary Obligor to creditors of any Primary Obligor other than the
Creditors;



     (f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities
of any Primary Obligor to the Creditors regardless of what liabilities of any Primary Obligor
remain unpaid;



     (g) consent to or waive any breach of, or any act, omission or default under, any of the
Credit Documents or any of the instruments or agreements referred to therein, or otherwise



 









 





Exhibit I

Page 4




amend, modify or supplement any of the Credit Documents or any of such other instruments or
agreements;



     (h) act or fail to act in any manner referred to in this Guaranty which may deprive such
Guarantor of its right to subrogation against any Primary Obligor to recover full indemnity for any
payments made pursuant to this Guaranty; and/or



     (i) take any other action which would, under otherwise applicable principles of common law,
give rise to a legal or equitable discharge of such Guarantor from its liabilities under this
Guaranty.



     7. This Guaranty is a continuing one and all liabilities to which it applies or may apply
under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No
failure or delay on the part of any Creditor in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein expressly specified are cumulative and
not exclusive of any rights or remedies which any Creditor would otherwise have. No notice to or
demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or
demand in similar or other circumstances or constitute a waiver of the rights of any Creditor to
any other or further action in any circumstances without notice or demand. It is not necessary for
any Creditor to inquire into the capacity or powers of any Primary Obligor or the officers,
directors, partners or agents acting or purporting to act on its behalf, and any indebtedness made
or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.



     8. Any indebtedness or other obligations of any Primary Obligor now or hereafter held by any
Guarantor is hereby subordinated to the indebtedness and other obligations of such Primary Obligor
to the Creditors, and such indebtedness and other obligations of any Primary Obligor to any
Guarantor, if the Administrative Agent, after the occurrence and during the continuance of an Event
of Default, so requests, shall be collected, enforced and received by such Guarantor as trustee for
the Creditors and be paid over to the Creditors on account of the indebtedness and other
obligations of such Primary Obligor to the Creditors, but without affecting or impairing in any
manner the liability of such Guarantor under the other provisions of this Guaranty. Without
limiting the generality of the foregoing, each Guarantor hereby agrees with the Creditors that it
will not exercise any right of subrogation which it may at any time otherwise have as a result of
this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until
all Guaranteed Obligations have been irrevocably paid in full in cash.



     9. (a) Each Guarantor waives any right (except as shall be required by applicable law and
cannot be waived) to require the Creditors to: (i) proceed against any Primary Obligor, any other
Guarantor, any other guarantor of the Guaranteed Obligations or any other party; (ii) proceed
against or exhaust any security held from any Primary Obligor, any other Guarantor, any other
guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the
Creditors’ power whatsoever. Each Guarantor waives any defense based on or arising out of any
defense of any Primary Obligor, any other Guarantor, any other guarantor of



 









 





Exhibit I

Page 5




the Guaranteed Obligations or any other party other than payment in full of the Guaranteed
Obligations, including, without limitation, any defense based on or arising out of the disability
of any Primary Obligor, any other Guarantor, any other guarantor of the Guaranteed Obligations or
any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of any Primary Obligor other than payment
in full of the Guaranteed Obligations. The Creditors may, at their election, foreclose on any
security held by the Administrative Agent or the other Creditors by one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or
exercise any other right or remedy the Creditors may have against any Primary Obligor or any other
party, or any security, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Each
Guarantor waives any defense arising out of any such election by the Creditors, even though such
election operates to impair or extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against any Primary Obligor or any other party or any security.



     (b) Each Guarantor waives all presentments, demands for performance, protests and notices,
including, without limitation, notices of nonperformance, notices of protest, notices of dishonor,
notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new
or additional indebtedness. Each Guarantor assumes all responsibility for being and keeping itself
informed of each Primary Obligor’s financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent
of the risks which such Guarantor assumes and incurs hereunder, and agrees that the Creditors shall
have no duty to advise any Guarantor of information known to them regarding such circumstances or
risks.



     10. The Creditors agree that this Guaranty may be enforced only by the action of the
Administrative Agent, acting upon the instructions of the Required Lenders and that no other
Creditors shall have any right individually to seek to enforce or to enforce this Guaranty, it
being understood and agreed that such rights and remedies may be exercised by the Administrative
Agent for the benefit of the Creditors upon the terms of this Guaranty. The Creditors further
agree that this Guaranty may not be enforced against any director, officer, employee, partner or
stockholder of any Guarantor (except to the extent such partner or stockholder is also a Guarantor
hereunder).



     11. In order to induce the Lenders to make Loans to, and issue Letters of Credit for the
account of, the Borrower pursuant to the Credit Agreement, each Guarantor represents, warrants and
covenants that:



     (a) Such Guarantor (i) is a duly organized and validly existing Company in good standing
under the laws of the jurisdiction of its organization, (ii) has the Company power and authority to
own its property and assets and to transact the business in which it is engaged and presently
proposes to engage and (iii) is duly qualified and is authorized to do business and is in good
standing in each jurisdiction where the conduct of its business requires such qualification except
for failures to be so qualified which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.



 









 





Exhibit I

Page 6




     (b) Such Guarantor has the Company power and authority to execute, deliver and perform the
terms and provisions of this Guaranty and each other Credit Document to which it is a party and has
taken all necessary action to authorize the execution, delivery and performance by it of this
Guaranty and each such other Credit Document. Such Guarantor has duly executed and delivered this
Guaranty and each other Credit Document to which it is a party, and this Guaranty and each such
other Credit Document constitutes the legal, valid and binding obligation of such Guarantor
enforceable in accordance with its terms, except to the extent that the enforceability hereof or
thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws generally affecting creditors’ rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).



     (c) Neither the execution, delivery or performance by such Guarantor of this Guaranty or any
other Credit Document to which it is a party, nor compliance by it with the terms and provisions
hereof and thereof, will (i) contravene any provision of any applicable law, statute, rule or
regulation or any applicable order, writ, injunction or decree of any court or governmental
instrumentality, (ii) conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the creation or imposition
of (or the obligation to create or impose) any Lien upon any of the property or assets of such
Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, credit
agreement, or any other material agreement, contract or instrument to which such Guarantor is a
party or by which it or any of its property or assets is bound or to which it may be subject or
(iii) violate any provision of the certificate of incorporation or by-laws (or equivalent
organizational documents) of such Guarantor.



     (d) No order, consent, approval, license, authorization or validation of, or filing,
recording or registration with (except as have been obtained or made), or exemption by, any
governmental or public body or authority, or any subdivision thereof, is required to authorize, or
is required for, (i) the execution, delivery and performance of this Guaranty by such Guarantor or
any other Credit Document to which such Guarantor is a party or (ii) the legality, validity,
binding effect or enforceability of this Guaranty or any other Credit Document to which such
Guarantor is a party.



     (e) There are no actions, suits or proceedings pending or threatened (i) with respect to this
Guaranty or any other Credit Document to which such Guarantor is a party or (ii) with respect to
such Guarantor that, either individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.



     12. Each Guarantor covenants and agrees that on and after the Effective Date and until the
termination of the Total Commitment and when no Note or Letter of Credit remains outstanding and
all Guaranteed Obligations have been paid in full, such Guarantor will comply, and will cause each
of its Subsidiaries to comply, with all of the provisions, covenants and agreements contained in
Sections 8 and 9 of the Credit Agreement which may be applicable to such Guarantor or any of its
Subsidiaries, and will take, or will refrain from taking, as the case may be, all actions that are
necessary to be taken or not taken so that it is not in violation of any provision, covenant or
agreement contained in Section 8 or 9 of the Credit Agreement which may be applicable to such
Guarantor or any of its Subsidiaries, and so that no Default or Event of Default is caused by the
actions of such Guarantor or any of its Subsidiaries.



 









 





Exhibit I

Page 7




     13. The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket
costs and expenses of each Creditor in connection with the enforcement of this Guaranty and of the
Administrative Agent in connection with any amendment, waiver or consent relating hereto (including
in each case, without limitation, the reasonable fees and disbursements of counsel employed by each
Creditor).



     14. This Guaranty shall be binding upon each Guarantor and its successors and assigns and
shall inure to the benefit of the Creditors and their successors and assigns; provided that no
Guarantor may assign any of its rights or obligations under this Guaranty.



     15. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or
terminated except with the written consent of each Guarantor directly affected thereby and with the
written consent of the Required Lenders (or to the extent required by Section 13.12 of the Credit
Agreement, with the written consent of each Lender).



     16. Each Guarantor acknowledges that an executed (or conformed) copy of each of the Credit
Documents has been made available to its principal executive officers and such officers are
familiar with the contents thereof.



     17. In addition to any rights now or hereafter granted under applicable law (including,
without limitation, Section 151 of the New York Debtor and Creditor Law) and not by way of
limitation of any such rights, upon the occurrence and during the continuance of an Event of
Default, each Creditor is hereby authorized, at any time or from time to time, without notice to
any Guarantor or to any other Person, any such notice being expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other indebtedness at any
time held or owing by such Creditor to or for the credit or the account of such Guarantor, against
and on account of the obligations and liabilities of such Guarantor to such Creditor under this
Guaranty, irrespective of whether or not such Creditor shall have made any demand hereunder and
although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or
unmatured.



     18. All notices, requests, demands or other communications pursuant hereto shall be deemed to
have been duly given or made when delivered to the Person to which such notice, request, demand or
other communication is required or permitted to be given or made under this Guaranty, addressed to
such party at (i) in the case of any Creditor, as provided in the Credit Agreement, and (ii) in the
case of any Guarantor, at the address set forth opposite such Guarantor’s signature below.



     19. If claim is ever made upon any Creditor for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order
of any court or administrative body having jurisdiction over such payee or any of its property or
(ii) any settlement or compromise of any such claim effected by such payee with any such claimant
(including any Primary Obligor) then and in such event each Guarantor agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon such Guarantor,
notwithstanding any revocation hereof or other instrument evidencing any liability of any Primary
Obligor, and such Guarantor shall be and remain liable to the aforesaid payees



 









 





Exhibit I

Page 8




hereunder for the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.



     20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE CREDITORS AND OF THE UNDERSIGNED
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Any legal action or proceeding with respect to this Guaranty or any other Credit Document to which
any Guarantor is a party may be brought in the courts of the State of New York or of the United
States of America for the Southern District of New York, in each case which are located in the
County of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby
irrevocably accepts for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Each Guarantor hereby further irrevocably waives any claim
that any such court lacks personal jurisdiction over such Guarantor, and agrees not to plead or
claim in any legal action or proceeding with respect to this Guaranty or any other Credit Document
to which such Guarantor is a party brought in any of the aforesaid courts that any such court lacks
personal jurisdiction over such Guarantor. Each Guarantor further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to such Guarantor at
its address set forth opposite its signature below, such service to become effective 30 days after
such mailing. Each Guarantor hereby irrevocably waives any objection to such service of process
and further irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder or under any other Credit Document to which such Guarantor is a party that such
service of process was in any way invalid or ineffective. Nothing herein shall affect the right of
any of the Creditors to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against each Guarantor in any other jurisdiction.



     (b) Each Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable
law) any objection which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this Guaranty or any other
Credit Document to which such Guarantor is a party brought in the courts referred to in clause (a)
above and hereby further irrevocably waives and agrees not to plead or claim in any such court that
such action or proceeding brought in any such court has been brought in an inconvenient forum.



     (c) EACH GUARANTOR AND EACH CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY)
HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS
A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



     21. In the event that all of the capital stock of one or more Guarantors is sold or otherwise
disposed of in accordance with the provisions of the Credit Agreement, such Guarantor shall upon
consummation of such sale or other disposition (except to the extent that such sale or disposition
is to the Borrower or a Subsidiary of the Borrower) be released from this Guaranty automatically
and without further action and this Guaranty shall, as to each such



 









 





Exhibit I

Page 9




Guarantor or Guarantors, terminate, and have no further force or effect (it being understood
and agreed that the sale of one or more Persons that own, directly or indirectly, all of the
capital stock of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of
this Section 21). A Guarantor also shall be released from this Guaranty as, and to the extent, set
forth in Section 8.13(c) of the Credit Agreement.



     22. At any time a payment in respect of the Guaranteed Obligations is made under this
Guaranty, the right of contribution of each Guarantor against each other Guarantor shall be
determined as provided in the immediately following sentence, with the right of contribution of
each Guarantor to be revised and restated as of each date on which a payment (a “Relevant
Payment”) is made on the Guaranteed Obligations under this Guaranty. At any time that a
Relevant Payment is made by a Guarantor that results in the aggregate payments made by such
Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant
Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate
payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date
of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor
shall have a right of contribution against each other Guarantor who has made payments in respect of
the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount
less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed
Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an
amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such
Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied
by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution
pursuant to the preceding sentences shall arise at the time of each computation, subject to
adjustment to the time of each computation, as provided in the proceeding sentences;
provided, that no Guarantor may take any action to enforce such right until the Guaranteed
Obligations have been irrevocably paid in full in cash, it being expressly recognized and agreed by
all parties hereto that any Guarantor’s right of contribution arising pursuant to this Section 22
against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s
obligations and liabilities in respect of the Guaranteed Obligations and any other obligations
owing under this Guaranty. As used in this Section 22: (i) each Guarantor’s “Contribution
Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as
defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii)
the “Adjusted Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as
defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor
shall mean the amount by which the fair salable value of such Guarantor’s assets on the date of any
Relevant Payment exceeds its existing debts and other liabilities (including contingent
liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty)
on such date. All parties hereto recognize and agree that, except for any right of contribution
arising pursuant to this Section 22, each Guarantor who makes any payment in respect of the
Guaranteed Obligations shall have no right of contribution or subrogation against any other
Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably
paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to
contribution arising hereunder shall constitute an asset in favor of the party entitled to such
contribution. In this connection, each Guarantor has the right to waive



 









 





Exhibit I

Page 10




its contribution right against any Guarantor to the extent that after giving effect to such
waiver such Guarantor would remain solvent, in the determination of the Required Lenders.



     23. Each Guarantor and each Creditor (by its acceptance of the benefits of this Guaranty)
hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any
similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each
Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the
Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after
giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any rights to contribution
pursuant to any agreement providing for an equitable contribution among such Guarantor and other
Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum
amount not constituting a fraudulent transfer or conveyance.



     24. This Guaranty may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Guarantors and the Administrative
Agent.



     25. All payments made by any Guarantor hereunder will be made without setoff, counterclaim or
other defense and on the same basis as payments are made by the Borrower under Sections 4.03 and
4.04 of the Credit Agreement.



     26. It is understood and agreed that any Subsidiary of the Borrower that is required to
execute a counterpart of this Guaranty after the date hereof pursuant to the Credit Agreement shall
become a Guarantor hereunder by executing a counterpart hereof and delivering the same to the
Administrative Agent.



* * *





 









 






Exhibit I

Page 11




     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of
the date first above written.



	 	 	 	 	 	 	 
	 	 	TRIZEC
REALTY, LLC, a California limited liability company, as a
Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN 1225 CONNECTICUT AVENUE LLC, a Delaware limited liability company,
as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	T.H.S. NORTHSTAR ASSOCIATES LIMITED PARTNERSHIP, a Minnesota limited
partnership, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Northstar LLC, a Delaware limited liability, as sole general partner
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN 1250 23RD STREET NW LLC, a District of Columbia limited liability
company, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN
1065 LLC, a Delaware limited liability company, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
















 





Exhibit I

Page 12






	 	 	 	 	 	 	 
	 	 	UNIVERSITY
TOWN CENTER ASSOCIATES, 
a California limited partnership, 
as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC, a California limited liability company, as sole general

partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EWH 1979 DEVELOPMENT COMPANY L.P.,
a California limited partnership, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC, a California
limited liability company, as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PARK MEADOWS MALL, LTD., a Colorado limited partnership, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC, a California limited liability company, as sole general

partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN FRANKLIN
CENTER LLC, a Delaware limited liability company, as a
Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC R&E HOLDINGS, LLC, a Delaware limited liability company, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
















 









Exhibit I

Page 13






	 	 	 	 	 	 	 
	 	 	TRIZEC HOLDINGS, LLC, a Delaware limited liability company, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC NEWPORT, LLC, a Delaware limited liability company, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN WATERGATE OFFICE/RETAIL/LAND LLC, a District of Columbia limited
liability company, as a Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NEWPORT TOWER URBAN RENEWAL COMPANY, a New Jersey general partnership, as a
Guarantor
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Newport, LLC, a Delaware limited liability company, as managing

general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
















 






Exhibit I

Page 14





Accepted and Agreed to:




DEUTSCHE TRUST COMPANY AMERICAS,

 as Administrative Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:

	 	 
	 

	 	Title:	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 

















 






EXHIBIT
J




FORM OF SOLVENCY CERTIFICATE




     To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to
below:



     I, the undersigned, the [___]1 of Trizec Holdings Operating LLC a limited
liability company organized and existing under the laws of Delaware (the “Company”), do
hereby certify on behalf of the Company (and not in my individual capacity) that:



     1. This Certificate is furnished to the Administrative Agent and each of the Lenders pursuant
to Section 5.08 of the Amended and Restated Credit Agreement, dated as of October 31, 2005, among
Trizec Holdings Operating LLC, as borrower, Trizec Properties, Inc., the lenders from time to time
party thereto (the “Lenders”) and Deutsche Bank Trust Company Americas, as Administrative
Agent (the “Administrative Agent”) (such Credit Agreement, as in effect on the date of this
Certificate, being herein called the “Credit Agreement”). Unless otherwise defined herein,
capitalized terms used in this Certificate shall have the meanings set forth in the Credit
Agreement.



     2. For purposes of this Certificate, the terms below shall have the following definitions:




	 	(a)	 	“Fair Value”
	 
	 	 	 	The amount at which the assets, in their entirety, of each of (i) the
Company and its Subsidiaries taken as whole and (ii) the Company on a stand
alone basis would change hands between a willing buyer and a willing seller,
within a commercially reasonable period of time, each having reasonable
knowledge of the relevant facts, with neither being under any compulsion to
act.
	 
	 	(b)	 	“Present Fair Salable Value”
	 
	 	 	 	The amount that could be obtained by an independent willing seller from an
independent willing buyer if the assets of each of (i) the Company and its
Subsidiaries taken as whole and (ii) the Company on a stand alone basis are
sold with reasonable promptness in an arm’s-length transaction under present
conditions for the sale of comparable business enterprises.
	 
	 	(c)	 	“New Financing”
	 
	 	 	 	The Indebtedness incurred or to be incurred by the Company and its
Subsidiaries under the Credit Documents (assuming the full utilization by
the Borrower of the Total Commitment under the Credit Agreement).







 




			
	1	 	Must be signed by a Senior Financial Officer of
each Borrower.




 









 





Exhibit J

Page 2









	 	(d)	 	“Stated Liabilities”
	 
	 	 	 	The recorded liabilities (including contingent liabilities that would be
recorded in accordance with GAAP) of each of (i) the Company and its
Subsidiaries taken as whole and (ii) the Company on a stand alone basis as
of the date hereof determined in accordance with GAAP consistently applied,
together with the amount of all New Financing.
	 
	 	(e)	 	“Identified Contingent Liabilities”
	 
	 	 	 	The maximum estimated amount of liabilities reasonably likely to result from
pending litigation, asserted claims and assessments, guaranties, uninsured
risks and other contingent liabilities of each of (i) the Company and its
Subsidiaries taken as whole and (ii) the Company on a stand alone basis
(after giving effect to the New Financing but exclusive of such contingent
liabilities to the extent reflected in Stated Liabilities), as identified
and explained to me as the senior financial officer of the Company in terms
of their nature and estimated magnitude by responsible officers of the
Company or that have been identified to me as the senior financial officer
of the Company as such by an officer of the Company.
	 
	 	(f)	 	“Will be able to pay its Stated Liabilities, including
Identified Contingent Liabilities, as they mature”
	 
	 	 	 	For the period from the date hereof through the stated maturity of all New
Financing, each of (i) the Company and its Subsidiaries taken as whole and
(ii) the Company on a stand alone basis will have sufficient assets and cash
flow to pay their respective Stated Liabilities and Identified Contingent
Liabilities as those liabilities mature or otherwise become payable.
	 
	 	(g)	 	“Unreasonably Small Capital”
	 
	 	 	 	Each of (i) the Company and its Subsidiaries taken as a whole and (ii) the
Company on a stand alone basis, after giving effect to the New Financing, is
engaged in a business or a transaction, or is about to engage in a business
or a transaction, for which the remaining property of either the Company and
its Subsidiaries taken as a whole or the Company on a stand alone basis is
an unreasonably small capital.





     3. For purposes of this Certificate, I, or senior officers of the Company with whom I have
consulted (“Designated Officers”), have performed the following procedures as of and for
the periods set forth below.




	 	(a)	 	I have reviewed the financial statements referred to in Section
7.05(a) of the Credit Agreement.




 









 





Exhibit J

Page 3










	 	(b)	 	I and/or certain Designated Officers have made inquiries of
certain officers of the Company and its Subsidiaries who have responsibility
for financial and accounting matters regarding the existence and amount of
Identified Contingent Liabilities associated with the Company and its
Subsidiaries.
	 
	 	(c)	 	I have knowledge of and have reviewed to my satisfaction the
Credit Documents and the respective Schedules and Exhibits thereto.
	 
	 	(d)	 	With respect to Identified Contingent Liabilities, I and/or
Designated Officers:






	 	1.	 	inquired of certain officers of each of the
Company and its Subsidiaries who have responsibility for legal,
financial and accounting matters as to the existence and estimated
liability with respect to all contingent liabilities associated with
each of the Company and its Subsidiaries; and
	 
	 	2.	 	confirmed with officers of each of the Company
and its Subsidiaries that to such officers’ knowledge, (i) all
appropriate items were included in Stated Liabilities or Identified
Contingent Liabilities and (ii) the amounts relating thereto were the
maximum estimated amount of liabilities reasonably likely to result
therefrom as of the date hereof.






	 	(e)	 	I hereby certify that, to my knowledge, all material Identified
Contingent Liabilities that may arise from any pending litigation, asserted
claims and assessments, guarantees, uninsured risks and other Identified
Contingent Liabilities of each of the Company and its Subsidiaries (exclusive
of such Identified Contingent Liabilities to the extent reflected in Stated
Liabilities) have been considered after giving effect to the New Financing in
making the certification set forth in paragraph 4 below, and with respect to
each such Identified Contingent Liability, the estimable maximum amount of
liability with respect thereto was used in making such certification.
	 
	 	(f)	 	I have had the Projections relating to the Company and its
Subsidiaries which have been previously delivered to the Lenders, prepared
under my direction, and have re-examined the Projections on the date hereof and
considered the effect thereon of any changes since the date of the preparation
thereof on the results projected therein. After such review, I hereby confirm
to you the representation and warranty made in Section 7.05(d) of the Credit
Agreement.
	 
	 	(g)	 	I and/or Designated Officers have made inquiries of certain
officers of each of the Company and its Subsidiaries who have responsibility
for financial reporting and accounting matters regarding whether they were




 









 




Exhibit J

Page 4





	 	 	 	aware of any events or conditions that, as of the date hereof, would cause
each of (i) the Company and its Subsidiaries taken as whole and (ii) the
Company on a stand alone basis, after giving effect to the New Financing, to
(w) have assets with a Fair Value or Present Fair Salable Value that are
less than the sum of Stated Liabilities and Identified Contingent
Liabilities; (x) have Unreasonably Small Capital; or (y) not be able to pay
their respective Stated Liabilities and Identified Contingent Liabilities as
they mature or otherwise become payable.





     4. Based on and subject to the foregoing, I hereby certify on behalf of the Company that,
after giving effect to the New Financing, it is my opinion that (w) the Fair Value and Present Fair
Salable Value of the assets of each of (i) the Company and its Subsidiaries taken as a whole and
(ii) the Company on a stand alone basis, exceed their respective Stated Liabilities and Identified
Contingent Liabilities taken as a whole; (x) each of (i) the Company and its Subsidiaries taken as
a whole and (ii) the Company on a stand alone basis, will not have Unreasonably Small Capital; and
(y) each of (i) the Company and its Subsidiaries taken as whole and (ii) the Company on a stand
alone basis, will be able to pay their respective Stated Liabilities and Identified Contingent
Liabilities as they mature or otherwise become payable.



* * *




 









 








Exhibit J

Page 5




     IN WITNESS WHEREOF, I have hereto set my hand this ___day of October, 2005.



	 	 	 	 	 	 	 
	 	 	TRIZEC HOLDINGS OPERATING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: Trizec Properties, Inc., its sole managing
member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







 









 






EXHIBIT K




FORM OF AMENDED AND RESTATED

AFFILIATE DEBT AND SUBORDINATION AGREEMENT




     THIS AMENDED AND RESTATED AFFILIATE DEBT AND SUBORDINATION AGREEMENT (as may be further
amended, amended and restated, modified or supplemented from time to time, this
“Agreement”), dated as of October 31, 2005, made by each of the undersigned (each, a
“Party” and, together with any entity that becomes a Party to this Agreement pursuant to
Section 8 hereof, the “Parties”) for the benefit of the Senior Creditors (as defined
below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings
ascribed to them in the Credit Agreement referred to below.



W I T N E S S E T H:




     WHEREAS, Trizec Holdings Operating LLC (the “Borrower”), Trizec Properties, Inc.
(“Trizec”), the Lenders party thereto from time to time and Deutsche Bank Trust Company
Americas, as Administrative Agent (in such capacity, the “Administrative Agent” and,
together with the Lenders, the Issuing Lenders and their respective successors and assigns and any
other lenders from time to time party to the Credit Agreement are hereinafter referred to as, the
“Lender Creditors”), have entered into an Amended and Restated Credit Agreement, dated as
of October 31, 2005 (the “Credit Agreement”), providing for the making of Loans to, and the
issuance of Letters of Credit for the account of, the Borrower as contemplated therein (as used
herein the term “Credit Agreement” means the Credit Agreement described above in this
paragraph, as the same may be further amended, amended and restated, extended, renewed, restated,
supplemented and/or otherwise modified from time to time, and including any agreement extending the
maturity of or restructuring (including, but not limited to, the inclusion of additional borrowers
or guarantors thereunder or any increase in the amount borrowed), all or any portion of the
indebtedness under such agreement or any successor agreement, whether or not with the same agent,
trustee, representative, lenders or holders);



     WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary Guarantor has jointly and
severally guaranteed to the Lender Creditors the payment when due of all Guaranteed Obligations (as
defined in the Subsidiaries Guaranty);



     WHEREAS, it is a condition to the making of Loans and issuance of Letters of Credit under the
Credit Agreement that each Credit Party that is an obligor on any Affiliate Debt and each obligee
in respect of such Affiliate Debt from time to time become parties hereto in accordance with the
requirements of the Credit Agreement; and



     WHEREAS, each of the Parties hereto desires to execute this Agreement to satisfy the
conditions described in the immediately preceding paragraph;



     NOW, THEREFORE, in consideration of the mutual premises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, the Parties hereby agree as follows:



 









 






Exhibit K

Page 2





     1. The Subordinated Debt (as defined in Section 6 hereof) and all payments of principal,
interest and all other amounts thereunder are hereby, and shall continue to be, subject and
subordinate in right of payment to the prior payment in full, in cash, of all Senior Indebtedness
(as defined in Section 6 hereof) to the extent and in the manner set forth herein. The foregoing
shall apply, notwithstanding the availability of any collateral to the Senior Creditors (as defined
in Section 6 hereof) or the holders of Subordinated Debt or the actual date and time of execution,
delivery, recordation, filing or perfection of any security interests granted with respect to the
Senior Indebtedness or the Subordinated Debt, or the lien or priority of payment thereof, and in
any instance wherein the Senior Indebtedness or any claim for the Senior Indebtedness is
subordinated, avoided or disallowed, in whole or in part, under Title 11 of the United States Code
(the “Bankruptcy Code”) or other applicable federal, foreign, state or local law. In the
event of a proceeding, whether voluntary or involuntary, for insolvency, liquidation,
reorganization, dissolution, bankruptcy or other similar proceeding pursuant to the Bankruptcy Code
or other applicable federal, foreign, state or local law (each, a “Bankruptcy Proceeding”),
the Senior Indebtedness shall include all interest accrued on the Senior Indebtedness, in
accordance with and at the rates specified in the Senior Indebtedness, both for periods before and
for periods after the commencement of any of such proceedings, even if the claim for such interest
is not allowed pursuant to the Bankruptcy Code or other applicable law.



     2. Each Subordinated Creditor (as defined in Section 6 hereof) hereby agrees that until all
Senior Indebtedness has been irrevocably repaid in full in cash:




     (a) Such Subordinated Creditor shall not, without the prior written consent of the
Required Senior Creditors (as defined in Section 6 hereof), which consent may be withheld or
conditioned in the Required Senior Creditors’ sole discretion, commence, or join or
participate in, any Enforcement Action (as defined in Section 6 hereof).




     (b) In the event that (i) all or any portion of any Senior Indebtedness becomes due
(whether at stated maturity, by acceleration or otherwise), (ii) any Default or Event of
Default under the Credit Agreement has occurred and is continuing or would result from such
payment on the Subordinated Debt, (iii) any Subordinated Creditor (or any Person on behalf
of any Subordinated Creditor) receives any payment or prepayment of principal, interest or
other amount, in whole or in part, of (or with respect to) the Subordinated Debt in
violation of the terms of the Credit Agreement or this Agreement or (iv) any distribution,
division or application, partial or complete, voluntary or involuntary, by operation of law
or otherwise, is made of all or any part of the property, assets or business of any Credit
Party or the proceeds thereof, in whatever form, to any creditor or creditors of such Credit
Party or to any holder of indebtedness of such Credit Party or by reason of any liquidation,
dissolution or other winding up of any Credit Party or its respective business, or of any
receivership or custodianship for any Credit Party or of all or substantially all of its
respective property, or of any insolvency or bankruptcy proceedings or assignment for the
benefit of creditors or any proceeding by or against any Credit Party for any relief under
any bankruptcy, reorganization or insolvency law or laws, federal, foreign, state or local,
or any law, federal, foreign, state or local relating to the relief of debtors, readjustment
of indebtedness, reorganization, composition or extension, then, and in any such event, no
payment of any kind or character (whether in cash, property, securities or otherwise) may be
made on account of any Subordinated Debt and



 









 






Exhibit K

Page 3





if any such payment or distribution of any kind or character, whether in cash,
property, securities or otherwise, has been paid or delivered with respect to any or all of
the Subordinated Debt or that may have been paid to, or received by, any Subordinated
Creditor, such payment or distribution shall be held in trust by such Subordinated Creditor
for the benefit of the Senior Creditors and shall forthwith be paid or delivered directly to
the Senior Creditors for application to the payment of the Senior Indebtedness to the extent
necessary to make payment in full in cash of all sums due under the Senior Indebtedness
remaining unpaid after giving effect to any concurrent payment or distribution to the Senior
Creditors. In any such event, the Senior Creditors may, but shall not be obligated to,
demand, claim and collect any such payment or distribution that would, but for these
subordination provisions, be payable or deliverable with respect to the Subordinated Debt.
In the event of the occurrence of any event referred to in clauses (i), (ii), (iii) or (iv)
above and until the Senior Indebtedness shall have been irrevocably paid in full in cash and
satisfied and all of the obligations of the Credit Parties to the Senior Creditors have been
performed in full, no payment of any kind or character (whether in cash, property,
securities or otherwise) shall be made to or accepted by any Subordinated Creditor in
respect of the Subordinated Debt. Notwithstanding anything to the contrary contained above,
if one or more of the events referred to in clauses (i) through (iv) of the first sentence
of this clause (b) is in existence the Required Senior Creditors may agree in writing (and
in their sole and absolute discretion) that payments may be made with respect to the
Subordinated Debt which would otherwise be prohibited pursuant to the provisions contained
above, provided that any such waiver shall be specifically limited to the respective
payment or payments which the Required Senior Creditors agree may be so paid to any
Subordinated Creditor in respect of the Subordinated Debt;




     (c) If any Subordinated Creditor shall acquire by indemnification, subrogation or
otherwise, any lien, estate, right or other interest in any of the assets or properties of
any Credit Party, that lien, estate, right or other interest shall be subordinate in right
of payment to the Senior Indebtedness and the lien of the Senior Indebtedness as provided
herein, and each Subordinated Creditor hereby waives any and all rights it may acquire by
subrogation or otherwise to any lien of the Senior Indebtedness or any portion thereof until
such time as all Senior Indebtedness has been irrevocably repaid in full in cash;




     (d) Except as otherwise permitted by the Credit Agreement, no Subordinated Creditor
shall pledge, assign, hypothecate, transfer, convey or sell any Subordinated Debt or any
interest in any Subordinated Debt to any entity (other than an Affiliate of such entity
which becomes a Subordinated Creditor hereunder);



 









 





 Exhibit K

Page 4





     (e) After the occurrence and during the continuance of a Default or an Event of Default
and upon the request of the Administrative Agent, each Credit Party and each Subordinated
Creditor shall within ten (10) days thereafter furnish the Administrative Agent with a
statement, duly acknowledged and certified setting forth the original principal amount of
the Subordinated Debt, the unpaid principal balance thereof, all accrued but unpaid interest
and any other sums due and owing thereunder, the rate of interest, the monthly payments and
that to the best knowledge of such Credit Party or Subordinated Creditor there exists no
defaults under its Subordinated Debt, or if any such defaults exist, specifying the defaults
and the nature thereof;




     (f) In any case commenced by or against any Credit Party under the Bankruptcy Code or
any other provision thereof, or any other federal, foreign, state or local statute (a
“Reorganization Proceeding”), the Required Senior Creditors shall have the exclusive
right to exercise any voting rights in respect of the claims of any Subordinated Creditor
against such Credit Party;




     (g) If, at any time, all or part of any payment with respect to Senior Indebtedness
theretofore made (whether by any Credit Party or any other Person or by enforcement of any
right of setoff or otherwise) is rescinded or must otherwise be returned by the holders of
Senior Indebtedness for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of any Credit Party or such other Persons), the
subordination provisions set forth herein shall continue to be effective or be reinstated,
as the case may be, all as though such payment had not been made;




     (h) Without limiting the provisions of clause (f) above, no Subordinated Creditor shall
object to the entry of any order or orders approving any cash collateral stipulations,
adequate protection stipulations or similar stipulations executed by the Senior Creditors in
any Reorganization Proceeding or any other proceeding under the Bankruptcy Code;
provided, however, that no Subordinated Creditor shall be obligated to agree
to the entry of any such order or stipulation with respect to its own bankruptcy estate in
any case in which it is the debtor; and




     (i) Each Subordinated Creditor waives any marshalling rights with respect to the Senior
Creditors in any reorganization proceeding or any other proceeding under the Bankruptcy
Code.



     3. Each Credit Party hereby covenants and agrees that it will not permit to exist any
Affiliate Debt owed by it unless each obligee and obligor with respect to such Affiliate Debt is
(or concurrently with the creation transfer or assumption thereof becomes) a Party to this
Agreement.



     4. Any payments made to, or received by, any Subordinated Creditor in respect of any guaranty
or security in support of the Subordinated Debt given by (or on behalf of) any Credit Party shall
be subject to the terms of this Agreement and applied on the same basis as payments made directly
by the obligor under such Subordinated Debt. To the extent that any Credit Party (other than the
respective obligor or obligors which are already Parties hereto) provides a guaranty or any
security in support of any Subordinated Debt, the Party which is the



 









 





Exhibit K

Page 5






lender of the respective Subordinated Debt will cause each such Person to become a Party
hereto (if such Person is not already a Party hereto) not later than the date of the execution and
delivery of the respective guarantee or security documentation, provided that any failure
to comply with the foregoing requirements of this Section 4 will have no effect whatsoever on the
subordination provisions contained herein (which shall apply to all payments received with respect
to any guarantee or security for any Subordinated Debt, whether or not the Credit Party (or the
Person acting on behalf of such Credit Party) furnishings such guarantee or security is a Party
hereto).



     5. Each Subordinated Creditor hereby acknowledges and agrees that no payments will be accepted
by it in respect of the Subordinated Debt (unless promptly turned over to the holders of Senior
Indebtedness as contemplated by Section 2 above) to the extent such payments would be prohibited
under any Senior Indebtedness or under this Agreement.



     6. Definitions. As and in this Agreement, the terms set forth below shall have the
respective meanings provided below:




     “Enforcement Action” shall mean any acceleration of all or any part of the
Subordinated Debt, any foreclosure proceeding, the exercise of any power of sale, the
obtaining of a receiver, the seeking of default interest, the suing on, or otherwise taking
action to enforce the obligation of any Credit Party to pay any amounts relating to any
Subordinated Debt, the exercising of any banker’s lien or rights of set-off or recoupment,
the institution of a Bankruptcy Proceeding against any Credit Party, or the taking of any
other enforcement action against any asset or property of any Credit Party.




     “Required Senior Creditors” shall mean the Required Lenders.




     “Senior Creditors” shall mean the Lender Creditors.




     “Senior Indebtedness” shall mean all Obligations (including Obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due)
and liabilities (including, without limitation, indemnities, Fees and interest thereon) of
each Credit Party (whether as obligor, guarantor or otherwise) to the Lender Creditors,
whether now existing or hereafter incurred under, arising out of or in connection with the
Credit Agreement and all other Credit Documents to which it is at any time a party and the
due performance and compliance by each Credit Party with the terms of each such Credit
Document.




     “Subordinated Creditor” shall mean each Party that is a lender or holder of any
Subordinated Debt and together with each such Party’s successors and assigns (except to the
extent that any such assignee of a Subordinated Creditor is not required to sign a
counterpart of this Agreement pursuant to the Credit Agreement by reason of it not being an
Affiliate of a Credit Party).




     “Subordinated Debt” shall mean the principal of, interest on, and all other
amounts owing from time to time in respect of, all Affiliate Debt (including, without
limitation, pursuant to guarantees thereof or security therefor given by, or on behalf of,
any Credit Party) at any time outstanding.



 









 








Exhibit K

Page 6




     7. Each Party agrees to be fully bound by all of the terms and provisions contained in this
Agreement.



     8. It is understood and agreed that any Credit Party or any Affiliate or Subsidiary of any
Credit Party that is required to become a party to this Agreement after the date hereof pursuant to
the requirements of the Credit Agreement or this Agreement shall become a Party hereunder by
executing a counterpart signature page hereto and delivering same to the Administrative Agent.



     9. No failure or delay on the part of any Party or any holder of Senior Indebtedness in
exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder. In addition, the
Subordinated Creditors acknowledge that the Senior Creditors may, without in any way affecting the
obligations of the Subordinated Creditors with respect hereto or under this Agreement, at any time
or from time to time and in their absolute discretion, change the manner, place or terms of payment
of, change or extend the time of payment of, or renew, alter or increase, any Senior Indebtedness
or amend, modify or supplement any agreement or instrument governing or evidencing such Senior
Indebtedness or any other document referred to therein, or exercise or refrain from exercising any
other of their rights under the Senior Indebtedness including, without limitation, the waiver of
any default or event of default thereunder and the release of any collateral securing such Senior
Indebtedness, all without notice to or assent from any Subordinated Creditor.



     10. Each Party acknowledges that to the extent that no adequate remedy at law exists for
breach of its obligations under this Agreement, in the event any Party fails to comply with its
obligations hereunder, the Administrative Agent or the holders of Senior Indebtedness shall have
the right to obtain specific performance of the obligations of such defaulting Party, injunctive
relief or such other equitable relief as may be available.



     11. Any notice to be given under this Agreement shall be in writing and shall be sent in
accordance with the provisions of the Credit Agreement.



     12. In the event of any conflict between the provisions of this Agreement and the provisions
of any Subordinated Debt, the provisions of this Agreement shall prevail.



     13. No Person other than the Parties, the Senior Creditors from time to time, and their
successors and assigns as holders of the Senior Indebtedness and/or any Subordinated Debt shall
have any rights under this Agreement.



     14. This Agreement may be executed in any number of counterparts each of which shall be deemed
an original but all of which together shall constitute one and the same instrument.



     15. No amendment, supplement, modification, waiver or termination of this Agreement shall be
effective against a party against whom the enforcement of such amendment, supplement, modification,
waiver or termination is asserted, unless such amendment, supplement, modification, waiver or
termination was made in a writing signed by such party, provided



 









 







Exhibit K

Page 7




that amendments hereto shall be effective as against the Senior Creditors if executed and
delivered by the Required Senior Creditors at such time.




     16. In case any one or more of the provisions confined in this Agreement, or any application
thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein, and any other application thereof,
shall not in any way be affected or impaired thereby.



     17. Each Party makes the following representations, warranties and agreements, all of which
shall survive the execution and delivery of this Agreement and the making of the Loans and the
issuance of the Letters of Credit under the Credit Agreement: each Party (i) is a duly organized
and validly existing Company in good standing under the laws of the jurisdiction of its
organization, (ii) has the requisite Company power and authority to own its property and assets and
to transact the business in which it is engaged and presently proposes to engage and (iii) is duly
qualified and is authorized to do business and is in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business requires such
qualifications except for failures to be so qualified which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.



     (b) Each Party has the requisite Company power and authority to execute, deliver and perform
the terms and provisions of this Agreement and has taken all necessary Company action to authorize
the execution, delivery and performance by it of this Agreement. Each Party has duly executed and
delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, except to the extent that the enforceability hereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
generally affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).



     (c) Neither the execution, delivery or performance by any Party of this Agreement, nor
compliance by such Party with the terms and provisions thereof, (i) will contravene any provision
of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien upon any of the property or assets
of such Party pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or
loan agreement, or any other material agreement, contract or instrument, to which such Party is a
party or by which it or any of its property or assets is bound or to which it may be subject or
(iii) will violate any provision of the certificate of incorporation or by-laws (or other
organizational documents) of such Party.



     (d) No order, consent, approval, license, authorization or validation of, or filing, recording
or registration with (except as have been obtained or made on or prior to the date hereof), or
exemption by, any governmental or public body or authority, or any subdivision thereof, is required
to authorize, or is required in connection with, (i) the execution, delivery and performance of
this Agreement or (ii) the legality, validity, binding effect or enforceability of this Agreement.



 









 






Exhibit K

Page 8




     18. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK,
IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY FURTHER
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PARTY, AND
AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
BROUGHT IN ANY OF THE AFORESAID COURTS, THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH
PARTY. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH PARTY AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER TO WHICH SUCH PARTY IS
A PARTY THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF ANY OF THE SECURED CREDITORS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH PARTY IN ANY OTHER JURISDICTION.



     (c) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (b) ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



     (d) EACH PARTY, AND EACH LENDER CREDITOR, BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT,
HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



 









 





Exhibit K

Page 9




     19. This Agreement shall bind and inure to the benefit of the Administrative Agent, the Senior
Creditors and each Party and their respective successors, permitted transferees and assigns. Any
Party to this Agreement shall be released from the provisions hereof as, and to the extent,
provided in the Credit Agreement.



* * *





 









 






Exhibit K

Page 10




     IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	TRIZEC PROPERTIES, INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	1600 SMITH STREET VENTURE,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Holdings, LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TH Tenacon LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TWO PERSHING SQUARE, L.P.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Holdings, LLC

as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	FLORIDA ACQUISITION FUND ESPERANTE, LTD.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Esperante LLC,

as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibt K

Page 11




	 	 	 	 	 	 	 
	 	 	TRIZECHAHN MCKINNEY LIMITED PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn McKinney GP LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN RENAISSANCE TOWER LIMITED PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TH Renaissance Tower LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN HANOVER OFFICE PARK LIMITED PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 

	 	By:
	 	TH Hanover Office Park LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN ROSSLYN NORTH LIMITED PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TH Rosslyn LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 12




	 	 	 	 	 	 	 	 	 
	 	 	TRIZECHAHN ROSSLYN SOUTH LIMITED PARTNERSHIP,	 	 	 	 
	 	 	     as a Party	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	TH Rosslyn LLC,	 	 	 	 
	 

	 	 	 	as sole general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TRIZECHAHN SPRING PARK/SUGARLAND LIMITED PARTNERSHIP,	 	 	 	 
	 	 	     as a Party	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	TH Spring Park/Sugarland LLC,	 	 	 	 
	 

	 	 	 	as sole general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TRIZECHAHN 4600 LIMITED PARTNERSHIP,	 	 	 	 
	 	 	     as a Party	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Bethesda Crescent LLC,	 	 	 	 
	 

	 	 	 	as sole general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TRIZECHAHN WISCONSIN AVENUE LIMITED PARTNERSHIP,	 	 	 	 
	 	 	     as a Party	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Bethesda Crescent LLC
	 	 	,	 
	 

	 	 	 	as sole general partner	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 





 









 






Exhibit K

Page 13




	 	 	 	 	 	 	 
	 	 	TRIZECHAHN ALLEN CENTER GENERAL PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Holdings, LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Allen Center LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC TXH LIMITED PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Texas Holdings, LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EWH 1979 DEVELOPMENT COMPANY, L.P.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 





 









 






Exhibit K

Page 14




	 	 	 	 	 	 	 
	 	 	BRIDGEWATER COMMONS ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EWH 1979 Development Company, L.P.,	 	 
	 

	 	 	 	as managing general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          Trizec Realty, LLC,	 	 
	 

	 	 	 	          as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	By:
	 	Midway Associates, as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          Trizec Realty, LLC,	 	 
	 

	 	 	 	          as managing general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	FASHION PLACE ASSOCIATES, LTD.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	H AND H — CERRITOS,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 





 









 






Exhibit K

Page 15




	 	 	 	 	 	 	 
	 	 	H AND H — EL CAJON,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	H, B-H ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HSD/HORTON ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as managing general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HORTON PLAZA ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EWH 1979 Development Company, L.P.,	 	 
	 

	 	 	 	as managing general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	           Trizec Realty, LLC,	 	 
	 

	 	 	 	          as sole general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 16




	 	 	 	 	 	 	 
	 	 	MIDWAY ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as managing general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PARK MEADOWS MALL, LTD.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	SOLANO ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	STEVENS CREEK ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as managing general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 





 









 






Exhibit K

Page 17




	 	 	 	 	 	 	 
	 	 	UNIVERSITY TOWN CENTER ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Realty, LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN MIDTOWN GEORGIA GENERAL PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Holdings, LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Midtown Georgia GP LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	FIRST STAMFORD PLACE COMPANY,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Stamford LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Peachtree LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 





 









 






Exhibit K

Page 18




	 	 	 	 	 	 	 
	 	 	T.H.S. NORTHSTAR ASSOCIATES LIMITED PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Northstar LLC,	 	 
	 

	 	 	 	as sole general partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN 1065 AVENUE OF THE AMERICAS LLC,	 	 
	 

	 	     a
	 	s a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn 1065 LLC,	 	 
	 

	 	 	 	as managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	FASHION OUTLET OF LAS VEGAS ASSOCIATES	 	 
	 
	 	 	 	 	 	 
	 	 	FASHION OUTLET OF LAS VEGAS LLC,	 	 
	 

	 	     a
	 	s a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TrizecHahn Factory Shops LLC,	 	 
	 

	 	 	 	as a partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 





 









 






Exhibit K

Page 19




	 	 	 	 	 	 	 
	 	 	H-CHH ASSOCIATES,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Pasadena, LLC,	 	 
	 

	 	 	 	as general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec R&E Holdings, LLC,	 	 
	 

	 	 	 	as a partner	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	FASHION OUTLET MANAGEMENT LLC	 	 
	 	 	TH GENESEE PARKING LLC	 	 
	 	 	TRIZECHAHN FACTORY SHOPS LLC	 	 
	 	 	TRIZECHAHN HOLLYWOOD LLC,	 	 
	 
	 	 	each as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 20




	 	 	 	 	 	 	 
	 	 	CHAPMAN INSURANCE, LLC

CONCORDIA INSURANCE, LLC

EYP REALTY, LLC

RIVERSIDE LENDING COMPANY, LLC

T 250 W. PRATT, LLC

T 1114 AVENUE OF THE AMERICAS MM, LLC

T 1411 BROADWAY MM, LLC

T HOUSTON HOTEL LLC

T NI 250 W. PRATT, LLC

T PLAZA OF THE AMERICAS, LLC

TCI INNER BELT LLC

TH 600 SEVENTEENTH STREET LLC

TH 1717 MAIN STREET LLC

TH BAZAAR CENTERS, LLC

TH CENTRAL PARK LODGES THE BARCLAY LLC

TH COMMAND PROPERTIES LLC

TH DESERT PASSAGE TRS LLC

TH ESPERANTE LLC

TH GODDARD LAND LLC

TH HANOVER OFFICE PARK LLC

TH HOLLYWOOD, LLC

TH HOLLYWOOD RETAIL TRS NO. 1 LLC

TH MCKINNEY LP LLC

TH ONE NY PLAZA LLC

TH RENAISSANCE TOWER LLC

TH RENO LINK LLC

TH ROSSLYN LLC

TH ROSSLYN SOUTH LLC

TH SPRING PARK/SUGARLAND LLC

TH TENACON LLC

TH TRIANGLE REALTY INVESTMENTS LLC

TH TWINBROOK METRO LLC

THOPI MARKETING MANAGEMENT LLC

THOPI OP GP LLC

THOPI DEPOSITOR/GRANTOR LLC

THOPI TRS INC.

each as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 21




	 	 	 	 	 	 	 
	 	 	TRIZECHAHN 10/120 FEE LLC

TRIZECHAHN 250 PRATT HOLDINGS LLC

TRIZECHAHN 250 PRATT LENDER LLC

TRIZECHAHN 250 PRATT MANAGEMENT LLC

TRIZECHAHN 550 W. WASHINGTON LLC,

TRIZECHAHN 1225 CONNECTICUT AVENUE LLC

TRIZECHAHN 1250 23RD STREET NW LLC

TRIZECHAHN 1250C/2401P LLC

TRIZECHAHN 1400 K STREET NW LEASEHOLD LLC

TRIZECHAHN 1400 K STREET NW FEE LLC

TRIZECHAHN 2000 L STREET LLC

TRIZECHAHN 1065 LLC

TRIZECHAHN 1114 AVENUE OF THE AMERICAS LLC

TRIZECHAHN 1411/1114/1460 HOLDINGS LLC

TRIZECHAHN 1411 BROADWAY LLC

TRIZECHAHN 1717 MAIN STREET LLC

TRIZECHAHN ALLEN CENTER LLC

TRIZECHAHN ALLIANCE CENTER LLC

TRIZECHAHN BALLSTON PLAZA II LLC

TRIZECHAHN BETHESDA CRESCENT LLC

TRIZECHAHN COLONY SQUARE GP LLC

TRIZECHAHN COLUMBIA IV LLC

TRIZECHAHN COURTHOUSE SQUARE FEE LLC

TRIZECHAHN COURTHOUSE SQUARE AIR LLC

TRIZECHAHN DEVELOPMENT SERVICES LLC

TRIZECHAHN ESPERANTE LLC

TRIZECHAHN FEE 1460 BROADWAY LLC

TRIZECHAHN FRANKLIN CENTER LLC

TRIZECHAHN GATEWAY LLC

TRIZECHAHN GODDARD IMPROVED LLC,

TRIZECHAHN H&H CLARK TOWER LLC

TRIZECHAHN H&H SACRAMENTO I LLC

TRIZECHAHN H&H SILVER SPRING LLC

TRIZECHAHN HOLLYWOOD, LLC

TRIZECHAHN IM RESTON II LLC

TRIZECHAHN IM SILVER SPRING LLC

TRIZECHAHN INTERSTATE NORTH DEVELOPMENT LLC

TRIZECHAHN LEASEHOLD 1460 BROADWAY LLC

each as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 22




	 	 	 	 	 	 	 
	 	 	TRIZECHAHN MANAGEMENT SERVICES LLC

TRIZECHAHN MARKETING MANAGEMENT LLC

TRIZECHAHN MCKINNEY GP LLC

TRIZECHAHN METRO PLAZA LLC

TRIZECHAHN MID-ATLANTIC MANAGEMENT SERVICES LLC

TRIZECHAHN MIDTOWN GEORGIA GP LLC

TRIZECHAHN MINNESOTA LLC

TRIZECHAHN NCAPITAL LLC

TRIZECHAHN NCOLORADO LLC

TRIZECHAHN NEWPORT LLC

TRIZECHAHN NI SILVER SPRING LLC

TRIZECHAHN NI SILVER SPRING METRO PLAZA LLC

TRIZECHAHN NORTHSTAR LLC

TRIZECHAHN NP LLC

TRIZECHAHN NRTH LLC

TRIZECHAHN ONE NY PLAZA LLC

TRIZECHAHN PEACHTREE LLC

TRIZECHAHN PROGRAMS LLC

TRIZECHAHN REGIONAL POOLING LLC

TRIZECHAHN RESTON I LLC

TRIZECHAHN RESTON II LLC

TRIZECHAHN RT LLC

TRIZECHAHN SILVER SPRING METRO PLAZA LLC

TRIZECHAHN S.T. HOLDINGS LLC,

TRIZECHAHN ST. LOUIS LLC

TRIZECHAHN STAMFORD LLC

TRIZECHAHN TBI CLARK TOWER LLC

TRIZECHAHN TBI SACRAMENTO I LLC

TRIZECHAHN TBI SILVER SPRING LLC

TRIZECHAHN THIRD-PARTY SERVICES LLC

TRIZECHAHN TOWER SERVICES LLC

TRIZECHAHN TX HEALTH CLUB LLC

TRIZECHAHN WATERGATE OFFICE/RETAIL/LAND LLC

each as a Party
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 23




	 	 	 	 	 	 	 
	 	 	TRIZEC 250 W. PRATT, LLC

TRIZEC 333 HOLDINGS, LLC

TRIZEC 333 LA, LLC

TRIZEC 333 MEZZ, LLC

TRIZEC 333 PLANT, LLC

TRIZEC 2001 M STREET, LLC

TRIZEC ACQUISITIONS, LLC

TRIZEC ALLIANCE CENTER, LLC

TRIZEC INVESTMENT, LLC

TRIZEC DEVELOPMENT PROPERTIES MANAGEMENT, LLC

TRIZEC INTERNATIONAL SERVICES, LLC

TRIZEC LEASING AND MANAGEMENT MISSOURI, LLC
TRIZEC LEASING AND MANAGEMENT TEXAS, LLC

TRIZEC LP HOLDINGS, LLC

TRIZEC PASADENA, LLC

TRIZEC PLAZA OF THE AMERICAS GP, LLC

TRIZEC PROPERTY MANAGEMENT D.C., LLC

TRIZEC PROPERTY MANAGEMENT TEXAS, LLC

TRIZEC R&E HOLDINGS, LLC

TRIZEC R&E, LLC

TRIZEC REAL ESTATE SERVICES, LLC

TRIZEC REALTY ILLINOIS, LLC (fka TRIZEC TOWER 

LEASING AND MANAGEMENT, LLC)

TRIZEC REALTY, LLC

TRIZEC RR, LLC

TRIZEC TENANT SERVICES, LLC

TRIZEC TEXAS CS GP, LLC

TRIZEC TEXAS HOLDINGS, LLC

TRIZEC THIRD-PARTY MANAGEMENT SERVICES, LLC

TRIZEC VICTOR BUILDING, LLC

TRIZEC WATERVIEW DEVELOPMENT, LLC

TRIZEC WATERVIEW, LLC

TRIZEC WATERVIEW GP, LLC,

each as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC 333, LLC,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	By:  Trizec Holdings, LLC, its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 24




	 	 	 	 	 	 	 
	 	 	WHTEYP SENIOR MEZZ, LLC,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Holdings, LLC, its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TH MID-ATLANTIC DEVELOPMENT SERVICES INC.,	 	 
	 	 	     as a Party	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	4033795 CANADA, INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TH GRILL INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TH P. RESTAURANT INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	T.H.S. HOTEL OPERATIONS, INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 25




	 	 	 	 	 	 	 
	 	 	TRIZEC CALIFORNIA MANAGEMENT, INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZECHAHN MID-ATLANTIC SERVICES INC.,	 	 
	 	 	     as a Party	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC HOLDINGS, LLC,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC 823, LLC,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TH NEXGEN LLC,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	3722368 CANADA LIMITED,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






Exhibit K

Page 26




	 	 	 	 	 	 	 
	 	 	CONCORD INSURANCE LIMITED,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC HOLDINGS OPERATING LLC,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Properties, Inc., its sole managing member
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC TEXAS CS LIMITED PARTNERSHIP,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trizec Texas CS GP, LLC	 	 
	 

	 	 	 	as sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC TRS REALTY, INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC TRS REALTY #2, INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIZEC TRS REALTY #3, INC.,	 	 
	 	 	     as a Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 





Accepted and Agreed to:




 









 








Exhibit K

Page 27




	 	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	     as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 







 










 






EXHIBIT L




FORM OF BORROWING BASE CERTIFICATE AS OF [DATE]




     This Borrowing Base Certificate (the “Certificate”) is delivered to the Administrative
Agent and each of the Lenders pursuant to Section 8.01(j) of the Amended and Restated Credit
Agreement, dated as of October 31, 2005, among Trizec Holdings Operating LLC (the
“Borrower”), Trizec Properties, Inc. (“Trizec”), the lenders from time to time
party thereto (the “Lenders”), and Deutsche Bank Trust Company Americas, as Administrative
Agent (the “Administrative Agent”) (as amended, amended and restated, modified and/or
supplemented from time to time, the “Credit Agreement”). Capitalized terms defined in the
Credit Agreement and not otherwise defined herein are used herein as therein defined.



     1. I am the duly elected, qualified and acting                      of the Borrower.



     2. I have reviewed and am familiar with the contents of this Certificate.



     3. Attached hereto as Annex I is a true and correct list of all of the Borrowing Base
Properties and the Borrowing Base Property Owners thereof, each of which satisfies the Borrowing
Base Property Conditions unless such Borrowing Base Property is identified on such Annex I as an
Excluded Borrowing Base Property.



     4. Attached hereto as Annex II are the computations for each Borrowing Base Property listed on
Annex I attached hereto (excluding any Excluded Borrowing Base Property) necessary to establish the
Borrowing Base Amount and whether any Borrowing Base Amount Deficiency exists. All such
computations are true and correct.



     5. On the date hereof, each Borrowing Base Property is (x) free from any material adverse
environmental issues, and (y) free from any material adverse structural issues (other than any such
defects resulting from a casualty or taking which are being restored.



     6. On the date hereof, (x) each Borrowing Base Property and (y) the Equity Interests of the
Borrowing Base Property Owner thereof which are owned directly or indirectly by the Borrower, are
Unencumbered.



     7. No Borrowing Base Property is Land under Development.



     8. On the date hereof, the representations and warranties contained in the Credit Documents
are true and correct in all material respects with the same effect as though such representations
and warranties had been made on the date hereof, unless stated by its terms to be made as of a
specific earlier date, in which case such representations and warranties were true and correct in
all material respects as of such earlier date.



     9. On the date hereof, no Default or Event of Default has occurred and is continuing.



     10. The 60 day period referred to in clause (i)(A) of the definition of Change of Control in
the Credit Agreement [has not commenced] [commenced on ___] and the 60 day period referred to in
clause (i)(y)(A) of the definition of Trizec Canada Control Requirements in the Credit Agreement
[has not commenced] [commenced on ___].



 









 





Exhibit L

Page 2




     IN WITNESS WHEREOF, I execute this Certificate this ___day of                     , ___.



	 	 	 	 	 	 	 
	 	 	TRIZEC HOLDINGS OPERATING LLC	 	 
	 

	 	 	 	By: Trizec Properties, Inc., its sole managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






ANNEX I




BORROWING BASE CERTIFICATE




     A. List of each Borrowing Base Property1 and its Borrowing Base Property Value:



	 	 	 
	Borrowing Base Property	 	Borrowing Base Property Value
	 
	 	 







 




			
	1	 	For each Borrowing Base Property, (i) give the
address thereof (including the Metropolitan Statistical Area thereof and
whether it is within or outside the top 10 Metropolitan Statistical Area), (ii)
indicate whether it is an office building, an industrial building, a flex
building or a parking facility, (iii) indicate whether it is located in a
central business district and, if so, such central business district, (iv)
indicate the Borrowing Base Property Owner thereof, including any Borrowing
Base Property TIC Owner, Trizec JV, Accommodation Party, Trizec QEAA Party
and/or Trizec QEAA Lessee, the jurisdiction of organization of such Borrowing
Base Property Owner, if such Borrowing Base Property Owner is a Person other
than the Borrower, whether such Person is a Wholly-Owned Subsidiary or a
non-Wholly-Owned Subsidiary of the Borrower and who are the owners of the
Equity Interests thereof (and their respective percentage ownership interests),
and confirm that (x) the Borrower or a Wholly-Owned Subsidiary of the Borrower
owns, directly or indirectly, not less than 90% of the Equity Interest of the
Borrowing Base Property Owner or, in the case of any TIC Borrowing Base
Property, the applicable Real Estate Asset and (y) the Borrower or such
Wholly-Owned Subsidiary of the Borrower has control over financing and sale
decisions with no veto rights from any minority shareholder, tenant in common
or other Person, (v) indicate whether it is a fee owned property or subject to
a ground lease and, if subject to a ground lease, what the remaining term of
the ground lease is and, except as otherwise might be the case with respect to
existing ground leases of the parking facilities relating to BofA Plaza,
whether such ground lease can be mortgaged without the consent of the lessor
thereunder and contains customary leasehold mortgage protection provisions
(including, without limitation, the right to receive notice of any ground lease
default, the right to cure any such default and the right to a new ground lease
in favor of the leasehold mortgagee or its designee in the event that the
ground lease should terminate on account of a default thereunder or for any
other reason, (vi) the square footage thereof, and (vii) whether it is an
Excluded Borrowing Base Property.




 









 










ANNEX I

Page 2




     B. Each Borrowing Base Property included in the calculation of the Borrowing Base Amount is at
least 80% leased (based on rentable square footage).



 









 





ANNEX II




BORROWING BASE CERTIFICATE




	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	Sum of Borrowing Base Property Values1
for all Borrowing Base Properties (other than any
Excluded Borrowing Base Properties and parking
facilities related to BofA Plaza):
	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Item 1 adjusted to account for the proviso to the
definition of Borrowing Base Value:2
	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Borrowing Base Value (Item 2) multiplied by 60%
(the “Borrowing Base Amount”):
	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	4.	 	 	Outstanding principal amount of all Revolving Loans:
	 	$                     








 




			
	1	 	Which shall be prepared as of the last day of the
immediately preceding fiscal quarter of the Borrower (provided that, in the
case of a Borrowing Base Property Acquired (or operational control of which is
acquired) after the Effective Date or developed or substantially renovated
after the Effective Date shall be the total Cost of such Borrowing Base
Property during the first six (6) fiscal quarters after such acquisition or
completion of such development or substantial renovation). Set forth on Part A
of Annex III attached hereto are the calculations in reasonable detail to
derive Item 1.
	 
	2	 	Borrowing Base Value cannot be composed of (v)
> 10% of industrial, flex and parking Borrowing Base Properties, (w)
> 15% of Borrowing Base Properties that are owned by Subsidiary
Guarantors that are not Wholly-Owned Subsidiaries of the Borrower, (x)
> 35% of Borrowing Base Properties that are subject to a ground
lease, (y) > 20% of any single Borrowing Base Property (provided
that such percentage shall be 35% in the case of a single office property
located in the central business district of one of the top ten (10)
Metropolitan Statistical Areas and provided, further, that Galleria Towers
is to be included as a central business district office property in the
Dallas Metropolitan Statistical Area and Newport Tower is to be included
as a central business district office property in the New York City
Metropolitan Statistical Area) and (z) > 25% of Borrowing Base
Properties (other than BofA Plaza and the First Citizens Bank Plaza
located in Charlotte, NC) located in a single Metropolitan Statistical
Area outside of the top 10 Metropolitan Statistical Areas. Set forth on
Part B of Annex III attached hereto are the adjustments in reasonable
detail to derive Item 2.




 









 










ANNEX II




Page 2




	 	 	 	 	 	 	 	 	 
	 

	 	 	5.	 	 	Outstanding principal amount of all Competitive Bid Loans
	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	6.	 	 	Outstanding principal amount of all Swingline Loans:
	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	7.	 	 	Amount of all Letter of Credit Outstandings:
	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	8.	 	 	Outstanding principal amount of all other Unsecured
Consolidated Total Indebtedness of Trizec3
	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	9.	 	 	Sum of Items 4 through 8 inclusive:

	 	$                     
	 
	 	 	 	 	 	 	 	 
	 

	 	 	10.	 	 	Borrowing Base Amount surplus
(deficiency)
(Borrowing Base Amount (Item 3) minus Item 9):
	 	$                     








 




			
	3	 	Less not more than $100,000,000 of Unsecured
Indebtedness incurred by Trizec (but not any other Credit Party) under payment
guaranties by it of the Secured Consolidated Total Indebtedness of its
Subsidiaries.




 









 










ANNEX III




BORROWING BASE CERTIFICATE




1. Part A




2. Part B




 









 








EXHIBIT M




FORM OF ADDITIONAL COMMITMENT AGREEMENT




[Name(s) of Lender(s)]




[Date]




TRIZEC HOLDINGS OPERATING LLC

10 South Riverside Plaza, Suite 1100

Chicago, Illinois 60606




Re: Additional Commitment




Ladies and Gentlemen:



Reference is hereby made to the Amended and Restated Credit Agreement, dated as October 31,
2005 (as may be further amended, amended and restated, modified or supplemented from time to time,
the “Credit Agreement”), among Trizec Holdings Operating LLC (the “Borrower” or
“you”), Trizec Properties, Inc., the lenders from time to time party thereto (the
“Lenders”) and Deutsche Bank Trust Company Americas, as Administrative Agent (the
“Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein
shall have the respective meanings set forth in the Credit Agreement.



Each Lender (each an “Additional Lender”) party to this letter agreement (this
“Agreement”) hereby severally agrees to provide the Additional Commitment set forth
opposite its name on Annex I attached hereto (for each such Additional Lender, its “Additional
Commitment”). Each Additional Commitment provided pursuant to this Agreement shall be subject
to the terms and conditions set forth in the Credit Agreement, including Section 1.16 thereof.



Each Additional Lender and the Borrower acknowledge and agree that the Additional Commitments
provided pursuant to this Agreement shall constitute Additional Commitments (as specified in Annex
I attached hereto) under, and as defined in, the Credit Agreement. Each Additional Lender and the
Borrower further agree that, with respect to the Additional Commitments provided by each Additional
Lender pursuant to this Agreement, such Additional Lender shall receive an upfront fee equal to
that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due
and payable to such Additional Lender on the date on which the Additional Commitments to be made
pursuant to this Agreement become effective in accordance with the terms hereof.



Each Additional Lender party to this Agreement (i) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to
become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to




 









 








Exhibit M

Page 2



make its own credit decisions in
taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that
it will perform in accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each
lending institution organized under the laws of a jurisdiction outside the United States, attaches
the applicable forms described in Section 4.04(b) certifying as to its entitlement to a complete
exemption from United States withholding taxes with respect to all payments to be made under the
Credit Agreement and the other Credit Documents. Upon (w) the execution of a counterpart of this
Agreement by such Additional Lenders, the Administrative Agent and the Borrowers, (x) the delivery
to the Administrative Agent of a fully executed copy (including by way of counterparts and by
facsimile) hereof, (y) the payment of any fees (including, without limitation, the upfront fees
payable pursuant to the immediately preceding paragraph) required in connection herewith and (z)
the satisfaction of any other conditions precedent set forth below, each Additional Lender party
hereto (i) shall be obligated to provide the Additional Commitments, and make Revolving Loans
pursuant to Section 1.01(a) of the Credit Agreement as provided in the Credit Agreement on the
terms, and subject to the conditions, set forth in the Credit Agreement, and, to the extent
applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided
in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other
Credit Documents.



The effective date of this Agreement shall be the date on which (i) the parties hereto execute
this Agreement and deliver same to the Administrative Agent at the Notice Office, (ii) all fees
required to be paid in connection herewith have been paid and (iii) the conditions precedent set
forth on Annex II attached hereto have been satisfied, which date shall be no later than ___
[insert a date on or prior to the 20th Business Day after the date hereof].



You may accept this Agreement by signing the enclosed copies in the space provided below, and
returning one copy of same to us before the close of business on                     . If you do not so
accept this Agreement by such time, our Additional Commitments set forth in this Agreement shall be
deemed cancelled.



After the execution and delivery to the Administrative Agent of a fully executed copy of this
Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may
only be changed, modified or varied by written instrument in accordance with the requirements for
the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement.




 









 








Exhibit M

Page 3




     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF LENDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Agreed and Accepted

this ___day of                     , ___:




TRIZEC HOLDINGS OPERATING LLC




      By: Trizec Properties, Inc., its sole managing member



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






DEUTSCHE BANK TRUST COMPANY AMERICAS,

      as Administrative Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 









 






	 	 	 
	 

	 	Annex I
	 

	 	to
	 

	 	EXHIBIT M






	 	 	 	 	 
	Amount of Additional Commitment 
	Name of Lender	 	(Revolving Loans)	 	Upfront Fee
	 
	 	 	 	 
	

















Total
	 	 	 	 






 









 






	 	 	 
	 

	 	Annex II
	 

	 	to
	 

	 	EXHIBIT M






Conditions Precedent





 









 








EXHIBIT N




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




[Intentionally Omitted]




 









 








EXHIBIT O




FORM OF COMPLIANCE CERTIFICATE




[Date]




Deutsche
Bank Trust Company

Americas, as Administrative Agent

for the Lenders party to the

Amended and Restated Credit

Agreement referred to below



90 Hudson Street, 5th Floor




Jersey City, NJ 07302




Attention: Real Estate Loan Operation




and




Each of the Lenders party to the

    Credit Agreement referred to below




Re: COMPLIANCE CERTIFICATE




          This COMPLIANCE CERTIFICATE (this “Certificate”) is delivered pursuant to that certain
Amended and Restated Credit Agreement, dated as of October 31, 2005, among Trizec Holdings
Operating LLC (the “Borrower”), Trizec Properties, Inc. (“Trizec”), the lenders
from time to time party thereto (the “Lenders”) and Deutsche Bank Trust Company Americas,
as Administrative Agent (in such capacity, the “Administrative Agent”) (such Credit
Agreement, as in effect on the date of this Certificate, being herein called the “Credit
Agreement”). Capitalized terms not defined herein shall have the same meanings ascribed
thereto in the Credit Agreement.




          1. The individual executing this Certificate is the duly qualified [chief financial officer]
[treasurer] of the Borrower and is executing this Certificate on behalf of the Borrower.




          2. The undersigned has reviewed the terms of the Credit Agreement and has made a review of the
transactions, financial condition and other affairs of the Borrower and its Subsidiaries as of the
last day of, and during the fiscal quarter and Test Period ended,                      ___, ___and as of the
date hereof, and, based on such review, there are no conditions or events which constitute a
Default or an Event of Default that has occurred and which is continuing.1






 




			
	1	 	If a Default or an Event of Default exists, specify the nature and extent thereof.




 









 










Exhibit O

Page 2




          3. Schedule I attached hereto accurately and completely sets forth the financial data,
computations and other matters required to establish whether there has been compliance with
Sections 8.11, 9.01(h), 9.02(b), 9.03(b), 9.06 and 9.10 through 9.14, inclusive, of the Credit
Agreement, in the case of Sections 8.11, 9.01(h), 9.02(b), 9.03(b) and 9.10 through 9.13 as of the
last day of the Test Period ended on                      ___, 200___and in the case of Section 9.14 as of the
date hereof.




          4. Schedule II attached hereto accurately and completely sets forth the computations and other
matters required to establish the Applicable Margin and the [Applicable Commitment Commission
Percentage] [Applicable Facility Fee Percentage, including the Applicable Credit Rating].*




          5. The 60 day period referred to in clause (i)(A) of the definition of Change of Control in
the Credit Agreement [has not commenced] [commenced on ___] and the 60 day period referred to in
clause (i)(y)(A) of the definition of Trizec Canada Control Requirements in the Credit Agreement
[has not commenced] [commenced on ___].




          The Lenders and the Administrative Agent and their respective successors and assigns may rely
on the truth and accuracy of the foregoing and the attached information in connection with the
extensions of credit to the Borrower pursuant to the Credit Agreement.




          IN WITNESS WHEREOF, the Borrower has caused this Certificate to be duly executed by its duly
authorized [chief financial officer] [treasurer] on this ___day of ___, ___.




	 	 	 	 	 	 	 	 	 
	 	 	TRIZEC HOLDINGS OPERATING LLC	 	 
	 

	 	 	 	By:
	 	Trizec Properties, Inc., its sole managing member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 








 




			
	*	 	Revise based on whether the Investment Grade Rating Condition exists.






 










 






SCHEDULE I




	 	 	 
	 

	 	Credit Agreement

Amount           Section






1. Section 8.11





Fixed Rate Indebtedness for borrowed money $                    




Floating Rate Indebtedness for borrowed money not subject to
Interest Rate Hedges $                    




Floating Rate Indebtedness for borrowed money subject to
Interest Rate Hedges $                    




Total Indebtedness for borrowed money $                    




Fixed or Hedged Indebtedness as a % of Total Indebtedness for
borrowed money                     %




Covenant                      Greater than or equal to 60.0%                     8.11



2.
Section 9.02(b) 2





Aggregate % of Consolidated Total Asset Value as of the last day of the
immediately preceding fiscal quarter (i.e.,
                    ) 3  received as
consideration for                     %




Asset Sales in the fiscal quarter covered hereby

Covenant
                     Less than or equal to                      5.0% 4                     9.02(b)





 




			
	 	 	[2This covenant only applies to the Borrower.
	 
	 	 	[3Insert the Consolidated Total Asset Value as
of the last day of the immediately preceding Test Period as shown in the
immediately preceding Compliance Certificate.]
	 
	 	 	4Unless otherwise disclosed to Administrative
Agent with all required calculations as per Section 9.02(b) of the Credit
Agreement.




 









 










Schedule I

Page 2




	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	 	 	Section 9.03(b)(i)5	 	 	 	 	 	 
	 

	 	A.
	 	Aggregate amount of all Dividends paid (including share repurchases)
for the elapsed portion of the fiscal year for which this Certificate is
being delivered
	 	$	___	 	 	 
	 
	 

	 	[B.
	 	Funds From Operations for such three consecutive fiscal quarter period
	 	$	___	 	 	 
	 
	 

	 	C.
	 	A above as a % of B above	 	 	 	 	 	 
	 

	 	 	 	Covenant                      Less than
	 	 	100	%	 	9.03(b)(i)]6
	 

	 	[B.
	 	Funds From Operations for the
fiscal year for which this Certificate is being delivered
	 	$	___	 	 	 
	 
	 

	 	C.
	 	A above as a % of B above
	 	 	___	%	 	 
	 

	 	 	 	Covenant                     Less than
	 	 	90	%	 	9.03(b)(i)]7
	4.

	 	 	 	Section 9.03(b)(ii)8	 	 	 	 	 	 
	 

	 	A.
	 	Aggregate amount of all Dividends paid (including share repurchases)
for the elapsed portion of the fiscal year for which this Certificate is
being delivered
	 	$	___	 	 	 
	 
	 

	 	[B.
	 	Funds From Operations for such three consecutive fiscal quarter period
	 	$	___	 	 	 
	 
	 

	 	C.
	 	A above as a % of B above	 	 	 	 	 	 
	 

	 	 	 	Covenant                     Less than
	 	 	100	%	 	9.03(b)(ii)]9
	 
	 

	 	[B.
	 	Funds From Operations for the
fiscal year for which this Certificate is being delivered
	 	$	___	 	 	 
	 
	 

	 	C.
	 	A above as a % of B above
	 	 	___	%	 	 
	 

	 	 	 	Covenant                     Less than
	 	 	90	%	 	9.03(b)(ii)]10








 




			
	5	 	Applies to Trizec only.
	 
	6	 	Insert with Certificate delivered for the
September 30 fiscal quarter.
	 
	7	 	Insert with Certificate delivered for the
December 31 fiscal quarter.
	 
	8	 	Applies to the Borrower only.
	 
	9	 	Insert with Certificate delivered for the
September 30 fiscal quarter.
	 
	10	 	Insert with Certificate delivered for the
December 31 fiscal quarter.




 









 






Schedule I

Page 3






	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	 	 	Section 9.06	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Aggregate Investments consisting of
Restricted Holdings described below11

Such Investments as a % of Consolidated Total Asset Value
12
	 	$	___

___	

%	 	 	 	 
	 

	 	 	 	Covenant                    Less than or equal to
	 	 	25	%	 	 	9.06	(a)
	 

	 	 	 	     Restricted Holdings Calculation	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	Aggregate Investments in Joint Ventures
	 	$	___	 	 	 	 	 
	 
	 

	 	 	 	Aggregate Investments consisting of Mortgage Interests
	 	$	___	 	 	 	 	 
	 
	 

	 	 	 	Aggregate Investments consisting of seller financing provided
in connection with Asset Sales
	 	$	___	 	 	 	 	 
	 
	 

	 	 	 	Aggregate Investments in real estate related technology companies
	 	$	___	 	 	 	 	 
	 
	 

	 	 	 	Aggregate Investments consisting of Land held for
Development
	 	$	___	 	 	 	 	 
	 
	 

	 	 	 	Aggregate of all Investments in Land under Development
	 	$	___	 	 	 	 	 
	 
	B.

	 	 	 	Aggregate of all Investments in Real Estate Assets that
are not office properties
	 	$	___	 	 	 	 	 
	 

	 	 	 	Such Investments as a % of Total Asset Value
	 	 	___	%	 	 	 	 
	 

	 	 	 	Covenant                     Less than or equal to
	 	 	10	%	 	 	9.06	(b)
	5.

	 	 	 	Section 9.10	 	 	 	 	 	 	 	 
	 

	 	 	 	Consolidated Total Indebtedness
13

Such Consolidated Total Indebtedness as a % of Consolidated

Total Asset Value
	 	$	___

___	

%	 	 	 	 
	 

	 	 	 	Covenant                      Less than or equal to
	 	[60%]14 [65%]
	 	 	9.10	 








 




			
	11	 	After elimination of duplicate investments
included in more than one category of Restricted Holdings.
	 
	12	 	Attached hereto on Part I of Annex B are the
calculations in reasonable detail to arrive at Consolidated Total Asset Value.
	 
	13	 	Attached hereto on Part II of Annex B are the
calculations in reasonable detail to arrive at Consolidated Total Indebtedness.
	 
	14	 	Such Consolidated Total Indebtedness shall
not on any date exceed an amount which is 60% or, subject to Section 9.10, 65%.






 










 






Schedule I

Page 4




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.	 	Section 9.11	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	A.
	 	75% of the aggregate net cash proceeds received in connection
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	with any equity offering or capital contribution after the	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	the Effective Date15
	 	 	 	 	 	 	%	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	B.
	 	Sum of $1,500,000,000 plus A above
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Consolidated Net Worth
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Covenant
	 	Greater than
	 	 	B	 	 	 	9.11	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.	 	Section 9.12	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Consolidated EBITDA 16
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	B.
	 	Consolidated Interest Expense17
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Consolidated Interest Coverage Ratio (A:B)
	 	 	 	 	 	 	___:1.00	 	 	 	 	 
	 

	 	 	 	Covenant
	 	Greater than or equal to
	 	 	 2.00:1.00	 	 	 	9.12	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.	 	Section 9.13	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Consolidated EBITDA
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	B.
	 	Consolidated Fixed Charges18
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Consolidated Fixed Charge Coverage Ratio (A:B)
	 	 	 	 	 	 	:1.00	 	 	 	 	 
	 

	 	 	 	Covenant
	 	Greater than or equal to
	 	 	 1.50:1.00	 	 	 	9.13	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.	 	Section 9.14	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Borrowing Base Property NOI19
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	B.
	 	Assumed Debt Service Amount 20
	 	 	 	 	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Borrowing Base Property Coverage Ratio (A:B)
	 	 	 	 	 	 	___:___	 	 	 	 	 
	 

	 	 	 	Covenant
	 	Greater than
or equal to
	 	 	1.50:1.00	 	 	 	9.15	 








 




			
	15	 	This covenant excludes proceeds received
within ninety (90) days after the redemption, retirement or repurchase of
ownership or equity interests in any of Trizec, the Borrower or Holdings, up to
the amount paid in connection with such redemption, retirement or repurchase,
where, for the avoidance of doubt, the net effect is that Trizec shall not have
increased its Net Worth as a result of any such proceeds).
	 
	16	 	Attached hereto on Part III of Annex B are
the calculations in reasonable detail to arrive at Consolidated EBITDA.
	 
	17	 	Attached hereto on Part IV of Annex B are the
calculations in reasonable detail to arrive at Consolidated Interest Expense.
	 
	18	 	Attached hereto on Part V of Annex B are the
calculations in reasonable detail to arrive at Consolidated Fixed Charges.
	 
	19	 	Attached hereto on Part VI of Annex B are the
calculations in reasonable detail to arrive at Borrowing Base Property NOI.
	 
	20	 	Attached hereto on Part VII of Annex B are
the calculations in reasonable detail to arrive at the Assumed Debt Service
Amount.
















 






SCHEDULE II




	 	 	 	 	 	 	 
	1.

	 	Applicable Margin
21	 	 	 	 
	 
	 	 	 	 	 	 
	A.

	 	Consolidated Total Indebtedness
	 	 	$____	 
	B.

	 	A above as a % of Consolidated Total Asset Value
	 	 	___%	 
	 
	 	 	 	 	 	 
	 

	 	If B above is < 45%, Level 1 pricing applies.	 	 	 	 
	 

	 	If B above is > 45% < 50%, Level 2 pricing applies.	 	 	 	 
	 

	 	If B above is > 50% < 55%, Level 3 pricing applies.	 	 	 	 
	 

	 	If B above is > 55% < 60%, Level 4 pricing applies.
	 	Level ___Pricing ___% (Eurodollar Margin)

	 

	 	If B above is > 60%, Level 5 pricing applies.
	 	___% (Base Rate Margin)

	 
	 	 	 	 	 	 
	 

	 	Applicable Margin
22	 	 	 	 
	 

	 	Credit Rating of Fitch
	 	 	___	 
	 

	 	Credit Rating of Moody’s
	 	 	___	 
	 

	 	Credit Rating of S&P
	 	 	___	 
	 

	 	Applicable Credit Rating
	 	 	___	 
	 

	 	See definition of “Applicable Margin” for pricing level
	 	Level ___Pricing ___% (Eurodollar Margin)

	 

	 	 	 	                           ___% (Base Rate Margin)

	 
	 	 	 	 	 	 
	2.

	 	Applicable Facility Fee Percentage	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Credit Rating of Fitch
	 	 	___	 
	 

	 	Credit Rating of Moody’s
	 	 	___	 
	 

	 	Credit Rating of S&P
	 	 	___	 
	 

	 	Applicable Credit Rating
	 	 	___	 
	 

	 	See Section 3.01(a) and the definitions of	 	 	 	 
	 

	 	“Applicable Facility Fee Percentage” and “Applicable	 	 	 	 
	 

	 	Commitment Commission Percentage” for fee level
	 	 	___	%








 




			
	 	 	21To be used if the Investment Grade Rating
Condition has not been satisfied.
	 
	 	 	22To be used if the Investment Grade Rating
Condition has been satisfied.