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