Trizec Properties Inc Sample Contracts

FORM OF
Custody Agreement • February 6th, 2002 • Trizechahn Usa Corp • New York
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between THE OBLIGORS NAMED HEREIN as Obligors, and SECORE FINANCIAL CORPORATION, as Lender
Loan Agreement • March 27th, 2003 • Trizec Properties Inc • Real estate • New York
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EXHIBIT 10.13 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 27th, 2003 • Trizec Properties Inc • Real estate • New York
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Exhibit 10.1 EMPLOYMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 21st day of December, 2000. BETWEEN: CHRISTOPHER MACKENZIE of the City of London, England, (hereinafter referred to as the "Executive"),
Employment Agreement • February 6th, 2002 • Trizechahn Usa Corp • Ontario
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and - LEE H. WAGMAN
Employment Agreement • February 14th, 2002 • Trizec Properties Inc • New York
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Exhibit 10.2 EMPLOYMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 22nd day of May, 2001. BETWEEN: GREGORY F. HANSON of 135 Nod Road of the Town of Ridgefield, Connecticut, (hereinafter referred to as the "Executive"),
Employment Agreement • February 6th, 2002 • Trizechahn Usa Corp • Ontario
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EXHIBIT 10.11
Resignation Agreement • March 27th, 2003 • Trizec Properties Inc • Real estate • New York
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EXHIBIT 2.2 ARRANGEMENT AGREEMENT AMENDING AGREEMENT THIS AGREEMENT made as of April 23, 2002. B E T W E E N: TRIZEC HAHN CORPORATION, a corporation governed by the Business Corporations Act (Ontario) (hereinafter, "TrizecHahn"),
Arrangement Agreement • August 14th, 2002 • Trizec Properties Inc • Ontario
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GENERAL AGREEMENT DATED AS OF NOVEMBER 7, 1994 BY ANY AMONG METROPOLITAN LIFE INSURANCE COMPANY, AEW PARTNERS, L.P., PARTNERS TOWER, L.P., TOWER LEASING, INC., SEARS, ROEBUCK AND CO. AND ST HOLDINGS, INC.
General Agreement • February 6th, 2002 • Trizechahn Usa Corp • Illinois
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AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT Among TRIZEC PROPERTIES, INC. TRIZEC HOLDINGS OPERATING LLC, TRIZEC CANADA INC., GRACE HOLDINGS LLC, GRACE ACQUISITION CORPORATION GRACE OP LLC and 4162862 CANADA LIMITED Dated as of June 5, 2006
Merger Agreement • June 8th, 2006 • Trizec Properties Inc • Operators of nonresidential buildings • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT, dated as of June 5, 2006 (this “Agreement”), is by and among Trizec Properties, Inc., a Delaware corporation (“Trizec”), Trizec Holdings Operating LLC, a Delaware limited liability company (the “Operating Company”, and together with Trizec, the “Trizec Parties”), Trizec Canada Inc., a Canadian corporation (“TZ Canada”), Grace Holdings LLC, a Delaware limited liability company (“Parent”), Grace Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“MergerCo”), 4162862 Canada Limited, a Canadian corporation and an affiliate of Parent (“AcquisitionCo”), and Grace OP LLC, a Delaware limited liability company (“Merger Operating Company”, and together with Parent, MergerCo and AcquisitionCo, the “Buyer Parties”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2005 • Trizec Properties Inc • Operators of nonresidential buildings • Illinois

AGREEMENT, dated as of January 4, 2005, by and between Trizec Properties, Inc., a Delaware corporation (the “Company”), and Brian Lipson, an individual residing in Chicago, Illinois (the “Executive”).

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SUPPORT AGREEMENT
Support Agreement • June 7th, 2006 • Trizec Properties Inc • Operators of nonresidential buildings • Ontario

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2006 between Grace Holdings LLC, a Delaware limited liability company (“Parent”) and Grace Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“MergerCo”), on the one hand, and Trizec Canada Inc., a Canadian corporation (“Stockholder”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.

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SUPPORT AGREEMENT
Support Agreement • June 7th, 2006 • Trizec Properties Inc • Operators of nonresidential buildings • Ontario

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2006 between Grace Holdings LLC, a Delaware limited liability company (“Parent”), 4162862 Canada Limited, a Canadian corporation and an indirect wholly owned subsidiary of Brookfield Properties Corporation (“AcquisitionCo”), on the one hand, and P. M. Capital Inc. (“Shareholder”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.

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RESIGNATION AGREEMENT
Resignation Agreement • September 23rd, 2004 • Trizec Properties Inc • Operators of nonresidential buildings • Illinois

THIS RESIGNATION AGREEMENT, dated as of September 17, 2004 (the “Agreement”), by and between Trizec Properties, Inc., a Delaware corporation (the “Company”), and Casey R. Wold (the “Executive”).

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FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER by and between GENERAL ELECTRIC CAPITAL CORPORATION AND ARDEN REALTY, INC.
Agreement and Plan of Merger • May 5th, 2006 • Trizec Properties Inc • Operators of nonresidential buildings • New York

This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2006 (this “Amendment”), is made by and between, General Electric Capital Corporation, a Delaware corporation (“Parent”), and Arden Realty, Inc., a Maryland corporation (the “Company”).

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CREDIT AGREEMENT among TRIZEC PROPERTIES, INC. and TRIZEC HOLDINGS, INC., as BORROWERS, VARIOUS LENDERS, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT
Credit Agreement • August 6th, 2004 • Trizec Properties Inc • Operators of nonresidential buildings • New York

CREDIT AGREEMENT, dated as of June 29, 2004, among TRIZEC PROPERTIES, INC., a Delaware corporation (“Trizec”), TRIZEC HOLDINGS, INC., a Delaware corporation (“Holdings”), 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).

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JOINDER AGREEMENT
Joinder Agreement • December 28th, 2004 • Trizec Properties Inc • Operators of nonresidential buildings • New York

JOINDER AGREEMENT dated as of December 22, 2004 (as amended, modified or supplemented from time to time, this “Agreement”), made by Trizec Holdings Operating LLC, a Delaware limited liability company (the “Additional Borrower”). Except as otherwise defined herein, all capitalized terms used herein and defined in this Credit Agreement (as defined below) shall be used herein as therein defined.

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Trizec Properties, Inc. RESTRICTED STOCK RIGHTS AGREEMENT
Restricted Stock Rights Agreement • February 25th, 2005 • Trizec Properties Inc • Operators of nonresidential buildings • Illinois

This Agreement, dated as of the ___day of ___200_(“Date of Grant”), between Trizec Properties, Inc. (the “Company”) and (“Employee”), sets forth the terms and conditions of Employee’s participation in the Company’s 2002 Long Term Incentive Plan (Amended and Restated Effective May 29, 2003, as amended from time to time), attached as Schedule A (the “Plan”).

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AMENDMENT NO. 4 TO THE AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT Among TRIZEC PROPERTIES, INC. TRIZEC HOLDINGS OPERATING LLC, TRIZEC CANADA INC., GRACE HOLDINGS LLC, GRACE ACQUISITION CORPORATION GRACE OP LLC and 4162862 CANADA LIMITED...
Agreement and Plan of Merger and Arrangement Agreement • August 31st, 2006 • Trizec Properties Inc • Operators of nonresidential buildings

THIS AMENDMENT NO. 4 TO THE AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT, dated as of August 31, 2006 (this “Amendment”), is entered into by and among Trizec Properties, Inc., a Delaware corporation (“Trizec”), Trizec Holdings Operating LLC, a Delaware limited liability company (the “Operating Company”, and together with Trizec, the “Trizec Parties”), Trizec Canada Inc., a Canadian corporation (“TZ Canada”), Grace Holdings LLC, a Delaware limited liability company (“Parent”), Grace Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“MergerCo”), Grace OP LLC, a Delaware limited liability company (“Merger Operating Company”), 4162862 Canada Limited, a Canadian corporation and an affiliate of Parent (“AcquisitionCo,” and together with Parent, MergerCo and Merger Operating Company, the “Buyer Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger and Arrangement Ag

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SEPARATION AGREEMENT
Separation Agreement • April 19th, 2005 • Trizec Properties Inc • Operators of nonresidential buildings • Illinois

THIS SEPARATION AGREEMENT, dated April 14, 2005 (the “Agreement”), is entered into by and between Trizec Properties, Inc., a Delaware corporation (the “Company”), and Michael J. Escalante (the “Executive”). The “Effective Date” of this Agreement shall be the day after the Revocation Period (as defined below) expires. However, if the Executive revokes this Agreement during the Revocation Period, this Agreement shall not become effective and none of its terms will be binding on or enforceable by any party.

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 28th, 2004 • Trizec Properties Inc • Operators of nonresidential buildings

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2004, and is effective as of December 22, 2004 at 11:59 p.m. Eastern Time (the “Effective Time”), by and among Trizec Properties, Inc., a Delaware corporation (“Assignor”) and Trizec Holdings Operating LLC, a Delaware limited liability company (“Assignee”).

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Trizec Properties, Inc. RESTRICTED STOCK RIGHTS AGREEMENT
Restricted Stock Rights Agreement • February 25th, 2005 • Trizec Properties Inc • Operators of nonresidential buildings • Illinois

This Agreement, dated as of the ___day of ___200___(“Date of Grant”), between Trizec Properties, Inc. (the “Company”) and (“Employee”), sets forth the terms and conditions of Employee’s participation in the Company’s 2002 Long Term Incentive Plan (Amended and Restated Effective May 29, 2003, as amended from time to time), attached as Schedule A (the “Plan”).

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CREDIT AGREEMENT among TRIZEC PARTNERS REAL ESTATE, L.P. and TRIZEC CAL HOLDINGS, LLC, as BORROWERS, TRIZEC PROPERTIES, INC., VARIOUS LENDERS, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT Dated as of May 2, 2006 DEUTSCHE BANK...
Credit Agreement • May 4th, 2006 • Trizec Properties Inc • Operators of nonresidential buildings • New York

CREDIT AGREEMENT, dated as of May 2, 2006, among TRIZEC PARTNERS REAL ESTATE, L.P., a Delaware limited partnership (“TPRE”), TRIZEC CAL HOLDINGS, LLC, a Delaware limited liability company (“TCH”, and together with TPRE, the “Borrowers” and each a “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 9 are used herein as therein defined).

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Contract
Interest Rate Swap Transaction • August 3rd, 2006 • Trizec Properties Inc • Operators of nonresidential buildings

THE BANK OF NOVA SCOTIA Wholesale Banking Operations Derivative Products 44 King Street West Central Mail Room Toronto, Ontario, M5H 1H1

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LOAN AGREEMENT Dated as of March 1, 2006 Between TRIZECHAHN ONE NY PLAZA LLC as Borrower and GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL and LEHMAN BROTHERS BANK FSB collectively, as Lender
Loan Agreement • March 7th, 2006 • Trizec Properties Inc • Operators of nonresidential buildings • New York

THIS LOAN AGREEMENT, dated as of March 1, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and between GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, a Delaware limited partnership, having an address at 85 Broad Street, New York, New York 10004 (“Goldman”) and LEHMAN BROTHERS BANK FSB, a federal stock savings bank, having an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801 (“Lehman”; and together with Goldman, collectively, “Lender”), and TRIZECHAHN ONE NY PLAZA LLC, a Delaware limited liability company, having an address at 10 South Riverside Plaza, Suite 1100 Chicago, Illinois 60606 (“Borrower”).

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PURCHASE AND SALE AGREEMENT between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”) and TRIZEC HOLDINGS OPERATING LLC, a Delaware limited liability company (“Purchaser”) Dated as of December 19, 2005
Purchase and Sale Agreement • December 22nd, 2005 • Trizec Properties Inc • Operators of nonresidential buildings • California

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 19th day of December, 2005 (the “Effective Date”), by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), and Trizec Holdings Operating LLC, a Delaware limited liability company (“Purchaser”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 23rd, 2005 • Trizec Properties Inc • Operators of nonresidential buildings • Illinois

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 22, 2005, by and between Trizec Properties, Inc., a Delaware corporation (the “Company”), and Timothy H. Callahan (the “Executive”).

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EXHIBIT 10.15 CANADIAN TAX CO-OPERATION AGREEMENT THIS AGREEMENT is made as of May 8th, 2002. BETWEEN: TRIZECHAHN OFFICE PROPERTIES LTD. a corporation organized under the laws of the Province of New Brunswick ("THOPL")
Canadian Tax Co-Operation Agreement • March 27th, 2003 • Trizec Properties Inc • Real estate • Ontario
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AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT Among TRIZEC PROPERTIES, INC. TRIZEC HOLDINGS OPERATING LLC, TRIZEC CANADA INC., GRACE HOLDINGS LLC, GRACE ACQUISITION CORPORATION GRACE OP LLC and 4162862 CANADA LIMITED...
Agreement and Plan of Merger and Arrangement Agreement • August 31st, 2006 • Trizec Properties Inc • Operators of nonresidential buildings

THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT, dated as of August 2, 2006 (this “Amendment”), is entered into by and among Trizec Properties, Inc., a Delaware corporation (“Trizec”), Trizec Holdings Operating LLC, a Delaware limited liability company (the “Operating Company”, and together with Trizec, the “Trizec Parties”), Trizec Canada Inc., a Canadian corporation (“TZ Canada”), Grace Holdings LLC, a Delaware limited liability company (“Parent”), Grace Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“MergerCo”), Grace OP LLC, a Delaware limited liability company (“Merger Operating Company”), 4162862 Canada Limited, a Canadian corporation and an affiliate of Parent (“AcquisitionCo,” and together with Parent, MergerCo and Merger Operating Company, the “Buyer Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger and Arrangement Agr

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Mr. Timothy H. Callahan Dear Tim:
Employment Agreement • November 14th, 2002 • Trizec Properties Inc • New York

It has been a pleasure becoming acquainted with you, and I am very happy to offer you the position of President and Chief Executive Officer of Trizec Properties, Inc. (the "Company"), subject to the terms described below, and effective as of the approval of this letter agreement (this "Agreement") by the board of directors of the Company (the "Board").

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AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT Among TRIZEC PROPERTIES, INC. TRIZEC HOLDINGS OPERATING LLC, TRIZEC CANADA INC., GRACE HOLDINGS LLC, GRACE ACQUISITION CORPORATION GRACE OP LLC and 4162862 CANADA LIMITED...
Agreement and Plan of Merger and Arrangement Agreement • August 31st, 2006 • Trizec Properties Inc • Operators of nonresidential buildings

THIS AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AGREEMENT, dated as of August 7, 2006 (this “Amendment”), is entered into by and among Trizec Properties, Inc., a Delaware corporation (“Trizec”), Trizec Holdings Operating LLC, a Delaware limited liability company (the “Operating Company”, and together with Trizec, the “Trizec Parties”), Trizec Canada Inc., a Canadian corporation (“TZ Canada”), Grace Holdings LLC, a Delaware limited liability company (“Parent”), Grace Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“MergerCo”), Grace OP LLC, a Delaware limited liability company (“Merger Operating Company”), 4162862 Canada Limited, a Canadian corporation and an affiliate of Parent (“AcquisitionCo,” and together with Parent, MergerCo and Merger Operating Company, the “Buyer Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger and Arrangement Agr

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RESIGNATION AGREEMENT
Resignation Agreement • November 14th, 2002 • Trizec Properties Inc • New York

THIS RESIGNATION AGREEMENT, dated as of August 15, 2002 (the "Agreement"), by and among Trizec Properties, Inc., a Delaware corporation (the "Company"), PM Capital Corp. ("PMC") and Christopher Mackenzie (the "Executive").

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LIMITED LIABILITY COMPANY AGREEMENT OF TRIZEC HOLDINGS OPERATING LLC Dated as of December 22, 2004
Limited Liability Company Agreement • December 28th, 2004 • Trizec Properties Inc • Operators of nonresidential buildings • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of Trizec Operating Company Limited Liability Company, dated as of December 22, 2004, is entered into by and among Trizec Properties, Inc., a Delaware corporation, as the Managing Member, and the Persons whose names are set forth on the Member Registry (as hereinafter defined) as Non-Managing Members, together with any other Persons who become Members of the Company as provided herein.

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CONTRIBUTION AGREEMENT BY AND BETWEEN TRIZEC PROPERTIES, INC. AND TRIZEC HOLDINGS OPERATING LLC DATED AS OF DECEMBER 22, 2004 EFFECTIVE AS OF DECEMBER 22, 2004 AT 11:59 P.M. EASTERN TIME
Contribution Agreement • December 28th, 2004 • Trizec Properties Inc • Operators of nonresidential buildings • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of Trizec Operating Company Limited Liability Company, dated as of December 22, 2004, is entered into by and among Trizec Properties, Inc., a Delaware corporation, as the Managing Member, and the Persons whose names are set forth on the Member Registry (as hereinafter defined) as Non-Managing Members, together with any other Persons who become Members of the Company as provided herein.

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EXHIBIT 10.12
Cancellation of Employment Agreement and Mutual Release Agreement • March 27th, 2003 • Trizec Properties Inc • Real estate • New York
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