EXHIBIT 99.21
TRUST AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 23rd day of April, 2002.
BETWEEN:
P.M. CAPITAL INC.,
a corporation incorporated under the laws of Ontario,
("PM")
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XXXXX XXXX,
of the City of Toronto, Ontario,
("MUNK")
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TRIZEC CANADA INC.,
a corporation incorporated under the laws of Canada,
("TRIZEC CANADA")
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CIBC MELLON TRUST COMPANY,
a trust company incorporated under the laws of Canada,
("TRUSTEE")
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RECITALS:
A. The authorized capital of Trizec Canada consists of 7,522,283 multiple
voting shares (the "Multiple Voting Shares") and an unlimited number of
subordinate voting shares (the "Subordinate Voting Shares");
B. All of the authorized Multiple Voting Shares are outstanding and are owned
by PM, a corporation all of the outstanding shares of which are owned
beneficially and of record by Munk;
C. The outstanding Subordinate Voting Shares will be listed on the Toronto
Stock Exchange (the "TSE");
D. PM has the power and capacity to enter into this Agreement and all things
necessary have been done and performed to make this Agreement a valid,
binding and legal obligation of PM in accordance with its terms;
E. Trizec Canada has the power and capacity to enter into this Agreement and
all things necessary have been done and performed to make this Agreement a
valid, binding and legal obligation of Trizec Canada in accordance with
its terms;
F. The principal asset of Trizec Canada is its indirect holding of shares of
Trizec Properties, Inc. ("Trizec Properties"), a Delaware Company;
G. Trizec Properties' Fourth Amended and Restated Certificate of
Incorporation (the "Trizec Properties Certificate of Incorporation")
contains restrictions on ownership and transfer of Trizec Properties'
stock;
H. The foregoing recitals are made as representations and statements of fact
by PM, Munk and Trizec Canada and not by the Trustee; and
I. The Trustee has agreed to act as trustee for the holders from time to time
of the Subordinate Voting Shares, on the terms and subject to the
conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of
these premises, PM and Munk covenant and agree with Trizec Canada and the
Trustee, as trustee for the benefit of the holders from time to time of the
Subordinate Voting Shares, and Trizec Canada covenants and agrees with PM, Munk
and the Trustee, as such trustee, as follows:
1. Subject to section 2, PM will not sell any Multiple Voting Shares,
directly or indirectly, pursuant to a take-over bid (as defined in applicable
securities legislation) under circumstances in which, having regard to the price
per share at which the sale would take place (the "Sale Price"), securities
legislation would have required the same offer or a follow-up offer to be made
to holders of Subordinate Voting Shares if the sale had been of Subordinate
Voting Shares (at the Sale Price per share) rather than Multiple Voting Shares.
For this purpose, it shall be assumed that the offer that would have resulted in
such an assumed sale of Subordinate
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Voting Shares would have constituted a take-over bid under applicable securities
legislation, regardless of whether this actually would have been the case. In
addition, if there is an offer that would have been a take-over bid for Multiple
Voting Shares if not for the fact that the Articles of Trizec Canada provide
that the Multiple Voting Shares automatically convert into Subordinate Voting
Shares under certain circumstances, such offer will be deemed to be a "take-over
bid" for the purposes of this section 1.
2. Section 1 will not apply to prevent a sale by PM of Multiple Voting
Shares pursuant to a take-over bid if such sale is made pursuant to an offer to
purchase Multiple Voting Shares and a concurrent offer is made to all of the
holders of Subordinate Voting Shares to purchase the same percentage of the
Subordinate Voting Shares held by each such holder as are being offered to be
purchased from each holder of Multiple Voting Shares to whom the offer for
Multiple Voting Shares is being made provided that such concurrent offer is made
at a price per share at least as high as the highest price per share paid
pursuant to the take-over bid for the Multiple Voting Shares and is the same as
the offer for Multiple Voting Shares in all other material respects and has no
condition, if any, attached other than the right not to take up and pay for
shares tendered if no shares are purchased pursuant to the offer for Multiple
Voting Shares.
3. PM will not dispose of any Multiple Voting Shares, directly or
indirectly, unless the disposition is conditional upon the person or company
acquiring the share entering into an agreement in the form of this Agreement
and, without limiting the generality of the foregoing, PM will not effect any
sale, transfer or other disposition of any Multiple Voting Shares to a trust or
corporation unless prior to or contemporaneously with the completion of the
transaction:
(a) the trust or corporation enters into an agreement in the form of
this Agreement in accordance with the requirements of this
Agreement;
(b) all of the beneficiaries of such trust or all of the holders of
voting shares of such corporation, as the case may be, enter into
agreements substantially in the form of this Agreement which provide
that their interests in such trust or corporation, as the case may
be, will be subject to the same restrictions as the Multiple Voting
Shares are subject to under this Agreement;
(c) if any of the beneficiaries or voting shareholders referred to in
(b) are not individuals, the beneficial owners of such persons enter
into agreements similar to that referred to in (b) with respect to
their interest in such persons, and so on, until all individuals who
hold a beneficial interest, direct or indirect, in Multiple Voting
Shares are subject to such agreements.
4. (a) For the purposes of this Section 4, the terms "Beneficial
Ownership", "Code" "Equity Stock", "Options", "Ownership Limit" and "Person",
shall have the meanings ascribed thereto in section F(1) of Article IV of the
Trizec Properties Certificate of Incorporation.
(b) PM and Munk agree that if there occurs any acquisition (the
"Acquisition") by any Person of either (i) shares of Equity Stock or Options of
Trizec Properties, or (ii) Multiple Voting Shares, Subordinate Voting Shares or
options, warrants or other rights to acquire any shares of Trizec Canada
(collectively, "Trizec Canada Securities"), that, if effective, would result
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in Trizec Properties being "closely-held" within the meaning of section 856(h)
of the Code or in the Beneficial Ownership by PM or Munk in the Equity Stock of
Trizec Properties being in excess of the Ownership Limit, then, to the extent
that the Beneficial Ownership of Munk in the Equity Stock of Trizec Properties
at such time exceeds the Ownership Limit, the following shall take effect:
(i) There shall automatically be transferred to a Trust, in
accordance with subparagraph 4(b)(iii) of this Agreement, that
number of Subordinate Voting Shares of Trizec Canada (rounded
up to the nearest whole share) (the "Excess Trizec Canada
Shares") owned by PM, or such other Person who holds of record
title to the Trizec Canada Securities beneficially owned by
Munk, as is necessary to reduce the Beneficial Ownership of
Munk in the Equity Stock of Trizec Properties (after giving
effect to such transfer) to an amount which does not exceed
the Ownership Limit. To the extent that it is not inconsistent
with the foregoing provisions of this subparagraph 4(b)(i),
Munk shall be entitled to designate, from time to time and at
any time, which Trizec Canada Securities shall be transferred
to the Trust pursuant to this subparagraph 4(b)(i) provided
that he is able to cause such transfer and provided further
that such transfer will reduce Munk's Beneficial Ownership in
the Equity Stock of Trizec Properties to an amount which does
not exceed the Ownership Limit. In the event that Excess
Trizec Canada Shares have been transferred to a Trust in
accordance with this subparagraph 4(b)(i), Munk may request
Trizec Canada's consent to substitute Trizec Canada Securities
for the Excess Trizec Canada Shares transferred to the Trust.
Trizec Canada shall not unreasonably withhold its consent to
such substitution of securities provided that (A) such
substitution occurs prior to any sale by the Trust of the
Excess Trizec Canada Shares pursuant to section G(8) of
Article IV of the Trizec Properties Certificate of
Incorporation (as incorporated by subparagraph 4(b)(iv)
hereof), and (B) after giving effect to the requested
substitution, Munk's Beneficial Ownership in the Equity Stock
of Trizec Properties would not exceed the Ownership Limit.
(ii) If Munk has been unable to cause delivery of sufficient
Subordinate Voting Shares of Trizec Canada (whether from the
holdings of PM or otherwise) necessary to reduce the
Beneficial Ownership of Munk in the Equity Stock of Trizec
Properties to an amount which does not exceed the Ownership
Limit after giving effect to the transfer referred to in
subparagraph 4(b)(i) of this Agreement, PM, or such other
Person who holds of record title to the Trizec Canada
Securities beneficially owned by Munk, shall convert, and
shall be deemed to have converted, that number of Multiple
Voting Shares of Trizec Canada owned by it into Subordinate
Voting Shares of Trizec Canada so that a sufficient
Subordinate Voting Shares of Trizec Canada can be transferred
as contemplated by subparagraph 4(b)(i) hereof.
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(iii) Trizec Canada shall designate, create, or cause to be created,
a trust (the "Trust"), and shall designate a trustee (the
"Trustee") which shall be a Person which is not affiliated
with PM or Munk, and name a beneficiary or beneficiaries (the
"Beneficiary") thereof, all consistent with the qualification
of such Trust as a trust which is a "Canadian Resident" as
such term is defined in the articles of incorporation of
Trizec Canada, and the Excess Trizec Canada Shares shall be
automatically transferred to the Trust to be held for the
exclusive benefit of the Beneficiary and PM and Munk and any
other Person who formerly owned the Excess Trizec Canada
Shares shall cease to own any right or interest in any of the
Excess Trizec Canada Shares and the sole entitlement of such
Persons with respect to the Excess Trizec Canada Shares shall
be to receive the amount, if any, payable to them pursuant to
section G(9) of Article IV of the Trizec Properties
Certificate of Incorporation as incorporated by subparagraph
4(b)(iv) hereof. The transfer to the Trust shall be deemed to
be effective as of the close of trading on the last day prior
to the date of the Acquisition on which the Subordinate Voting
Shares of Trizec Canada traded on the TSE (or, if such shares
are not listed on the TSE, on such other stock exchange in
Canada on which such shares are then listed).
(iv) The provisions of sections G(5), G(6), G(7), G(8), G(9) and J
of Article IV of the Trizec Properties Certificate of
Incorporation, as constituted on the date of this Agreement,
shall apply, mutatis mutandis, to the Excess Trizec Canada
Shares and, for such purpose, PM and Munk shall be deemed to
be the Prohibited Owner, references therein to "the
Corporation" shall be deemed to be references to Trizec
Canada, references therein to "Equity Stock" shall be deemed
to be references to Subordinate Voting Shares of Trizec
Canada, references therein to "the Beneficiary", "the Trust"
and "the Trustee" shall be deemed to be references to the
Beneficiary, the Trust and the Trustee as defined in
subparagraph 4(b)(iii) hereof, references therein to "the
Board of Directors" shall be deemed to be references to the
board of directors of Trizec Canada and references to "Trading
Day" shall be deemed to be references to a day on which the
TSE (or, if the Subordinate Voting Shares of Trizec Canada are
not listed on the TSE, such other stock exchange in Canada on
which such shares are then listed) is open for the transaction
of business. Any Person who is designated as a Permitted
Transferee as contemplated by section G(8) of Article IV of
the Trizec Properties Certificate of Incorporation shall be a
Person (A) whose Beneficial Ownership of Equity Stock of
Trizec Properties does not exceed the Ownership Limit, and (B)
who is a "Canadian Resident" as such term is defined in the
articles of incorporation of Trizec Canada.
(c) PM and Munk shall provide to Trizec Canada, promptly upon request
and promptly upon any acquisition of Trizec Canada Securities (whether or not it
results in an Acquisition), a written statement or, if requested by Trizec
Canada, an affidavit providing the
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information contemplated by section F(3) of Article IV of the Trizec Properties
Certificate of Incorporation.
(d) Trizec Canada, by resolution of its board of directors, may waive
all or any part of the provisions of this Section 4 provided that it obtains an
opinion of counsel concluding that such wavier would not result in Trizec
Properties being "closely-held" within the meaning of section 856(h) of the Code
and would not otherwise adversely affect the status of Trizec Properties as a
real estate investment trust for purposes of the Code. Trizec Canada agrees that
it will not unreasonably withhold any such waiver requested by Munk, provided
that the opinion of counsel to be obtained by Trizec Canada concludes that the
Beneficial Ownership by PM or Munk in the Equity Stock of Trizec Properties
being in excess of the Ownership Limit, or the waiver requested, would not
result in Trizec Properties being "closely-held" within the meaning of section
856(h) of the Code and would not otherwise adversely affect the status of Trizec
Properties as a real estate investment trust for purposes of the Code.
5. On any resolution placed before the shareholders of Trizec Canada,
PM covenants and agrees not to vote more than that number of Multiple Voting
Shares carrying votes, in the aggregate, that represent a simple majority of all
votes entitled to be cast on the matter by all holders of voting securities of
Trizec Canada in the aggregate.
6. PM covenants and agrees to refrain, at any time when directors of
Trizec Canada are elected for terms that expire later than the annual meeting of
shareholders of Trizec Canada next following their election, from causing its
Multiple Voting Shares to be voted in favour of any resolution placed before the
shareholders of Trizec Canada which, if passed, would have the effect of
removing from office during his or her term of office a director of Trizec
Canada unless such resolution is approved by at least a majority of the votes
cast by the holders of Subordinate Voting Shares present or represented at a
meeting duly called to consider such a resolution.
7. This Agreement will not be amended, and no provision hereof will be
waived, except with the approval of at least two-thirds of the votes cast by the
holders of Subordinate Voting Shares present or represented at a meeting duly
called for the purpose of considering such amendment or waiver. Notwithstanding
the foregoing, the provisions of section 6 of this Agreement may be amended or
waived with the approval of at least a majority of the votes cast by holders of
Subordinate Voting Shares present or represented at a meeting duly called for
the purpose of considering such amendment or waiver.
8. Trizec Canada will do all things necessary to facilitate the due
performance and fulfilment by PM and Munk of its and his respective obligations
hereunder.
9. If and whenever PM or Munk shall fail to perform its or his
respective obligations under this Agreement or any of them, the Trustee shall
thereupon be entitled to take and shall, subject to section 11, take such
proceedings as counsel may advise to enforce the performance by PM or Munk, as
the case may be, of the said covenants or any of them that PM or Munk, as the
case may be, shall have failed to perform.
10. If any person or company, other than PM, carries out a sale
(including an indirect sale) described in section 1 in respect of any Multiple
Voting Shares owned from time to time by
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PM, and if such sale does not meet the requirements of section 2, PM shall not
at the time such sale becomes effective or thereafter do any of the following
with respect to any of the Multiple Voting Shares so sold: (a) dispose of them
without the prior written consent of the Trustee; (b) convert them into
Subordinate Voting Shares without the prior written consent of the Trustee; or
(c) exercise any voting rights attaching to them except in accordance with the
written instructions of the Trustee, and PM shall comply with such instructions.
The Trustee may attach conditions to any consent the Trustee gives in exercising
its rights hereunder. The Trustee shall exercise such rights in a manner that
the Trustee considers to be: (i) in the best interests of the holders of
Subordinate Voting Shares, other than PM and holders who, in the opinion of the
Trustee, participated directly or indirectly in the transaction that triggered
the operation of this section 10; and (ii) consistent with the intentions of PM
and Trizec Canada in entering into this Agreement as such intentions are set out
in the preamble to this Agreement.
11. Before acting to institute any legal proceedings or take any other
steps for the enforcement of the rights of the holders of the Subordinate Voting
Shares hereunder and notwithstanding the provisions of section 12 hereof, the
obligation of the Trustee to take any action hereunder shall be conditional upon
the Trustee receiving such funding and indemnity as the Trustee may reasonably
require:
(a) from Trizec Canada, if the Trustee has delivered to Trizec Canada a
certificate of the Trustee stating that the Trustee has reasonable
cause to believe that PM or Munk, as the case may be, has failed to
perform all or any of its or his, as the case may be, obligations
under this Agreement (provided that if the Trustee has reasonable
cause to believe that PM or Munk, as the case may be, has failed to
perform all or any of its or his, as the case may be, obligations
under this Agreement, the Trustee shall deliver such certificate to
Trizec Canada); or
(b) from the holders of the Subordinate Voting Shares or from some
person or corporation satisfactory to the Trustee on their behalf,
against any costs, expenses or liabilities to which it may be put in connection
with any such proceedings or steps. If the Trustee delivers the certificate
referred to above in paragraph (a) of this section 11, Trizec Canada shall
provide such funding and indemnity as the Trustee may reasonably require. The
Trustee shall not, by reason of its obligations hereunder, be required to employ
or risk any of its own funds hereunder.
12. Subject to section 11, if and whenever the holders of not less than
10% of the outstanding Subordinate Voting Shares believe in good faith that PM
or Munk, as the case may be, has failed to perform all or any of its or his, as
the case may be, obligations under this Agreement, the holders of Subordinate
Voting Shares may require the Trustee to take action in connection with such
failure by delivering to the Trustee, at its principal office in the city of
Toronto, a requisition in writing signed in one or more counterparts by the
holders of not less than 10% of the outstanding Subordinate Voting Shares and
setting forth the action or proceeding to be taken by the Trustee. Upon receipt
by the Trustee of such a requisition in writing, the Trustee shall forthwith
take such proceedings as are specified in such requisition and any other action
that the Trustee considers is required to enforce the performance by PM or Munk,
as the case may be, of its or his, as the case may be, obligations under this
Agreement
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and, upon failure of the Trustee to take action, then any shareholder signatory
to such requisition shall be entitled to take proceedings in any court of
competent jurisdiction such as the Trustee would have been entitled to take.
Except as aforesaid, no holder of Subordinate Voting Shares shall have the
direct right to institute any action or proceedings against PM or Munk or to
exercise any other remedy authorized by this Agreement or by law for the purpose
of enforcing the obligations of PM or Munk hereunder.
13. The Trustee may resign and be discharged from all duties and
liabilities hereunder after giving three months notice in writing to PM, to
Munk, to Trizec Canada and to the registered holders of Subordinate Voting
Shares or such shorter notice as the registered holders of two-thirds of the
outstanding Subordinate Voting Shares shall in writing or by the affirmative
vote of at least two-thirds of the votes cast upon a resolution of a meeting of
holders accept as sufficient. In case the office of trustee becomes vacant, a
successor which shall be a corporation authorized to carry on the business of a
trust company in Ontario shall forthwith be appointed by agreement signed by PM,
Munk and Trizec Canada. Failing such agreement Trizec Canada will apply to a
Justice of the Ontario Superior Court of Justice, not later than 30 days prior
to the effective date of the Trustee's resignation, to appoint a successor
trustee. Upon any new appointment the new trustee shall be vested with the same
powers, rights and privileges and charged with the same duties and
responsibilities as are herein expressed to be vested in or imposed on the
Trustee.
14. The Trustee shall be entitled to take legal and other expert advice
and employ such assistance as in its judgment may be necessary for the proper
determination and discharge of its rights and duties. The Trustee may in the
exercise of its rights, duties and obligations hereunder, if it is acting in
good faith, act on and rely as to the truth of the statements and the accuracy
of the opinions expressed in, and shall be protected in acting and relying upon,
any advice, certificate, consent, direction, instruction, notice, opinion,
report, request, resolution, statement, statutory declaration, requisition or
other paper or document required by or delivered in connection with this
Agreement (collectively, "ADVICE") and shall not be responsible for any loss
resulting from any action or inaction in accordance with such Advice or for any
act or omission other than a breach of trust knowingly and wilfully committed.
15. Except as otherwise provided for herein, Trizec Canada will pay or
cause to be paid to the Trustee from time to time reasonable remuneration for
its services hereunder and will pay or reimburse the Trustee upon its request
for all reasonable expenses and disbursements incurred or made by the Trustee in
the administration or execution of the trusts hereby created (including the
reasonable fees and disbursements of its counsel), both before any default
hereunder and thereafter until all duties of the Trustee under the trusts hereof
shall be finally and fully performed, except any such expense or disbursement as
may arise from the Trustee's negligence, wilful misconduct or bad faith.
Additional to and without limiting any other protection of the Trustee hereunder
or otherwise by law, Trizec Canada shall indemnify and save harmless the Trustee
from and against any and all liabilities, losses, claims, damages, penalties,
actions, suits, demands, levies, costs, expenses and disbursements including,
without limitation, any and all legal and advisor fees and disbursements, of
whatever kind or nature (collectively, "EXPENSES") which may at any time be
suffered by, imposed on, incurred by or asserted against the Trustee, whether
groundless or otherwise, howsoever arising from or out of any act or omission of
the Trustee made in connection with its acting as Trustee hereunder; provided
that
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such indemnity shall not apply in respect of any Expenses resulting from, nor
shall any provision of this Agreement be construed as relieving the Trustee from
liability for, the Trustee's negligence, wilful misconduct or bad faith.
Notwithstanding any other provision hereof, this indemnity shall survive removal
or resignation of the Trustee or termination of this Agreement or of any trusts
created hereby.
16. The Trustee hereby accepts the appointment as trustee of the holders
of Subordinate Voting Shares from time to time and the trusts in this Agreement
declared and provided for and agrees to perform the same upon the terms and
conditions hereinbefore set forth and to hold and exercise the rights,
privileges and benefits conferred upon it hereby in trust for the various
persons who shall from time to time be holders of Subordinate Voting Shares. The
Trustee shall not be required to exercise any powers nor discharge any duties
other than as expressly provided for in this Agreement.
17. In the exercise of its rights and duties hereunder, the Trustee
shall exercise that degree of care, diligence and skill that a reasonably
prudent trustee would exercise in comparable circumstances.
18. The Trustee represents that at the time of the execution and
delivery hereof no material conflict of interest exists in the Trustee's role as
a fiduciary hereunder and agrees that in the event of a material conflict of
interest arising hereafter it will, within three months after ascertaining that
it has such material conflict of interest, either eliminate the same or resign
its trust hereunder. Subject to the foregoing, the Trustee, in its personal or
any other capacity, may buy, lend upon and deal in securities of Trizec Canada
and generally may contract with and enter into financial transactions with
Trizec Canada, any of its subsidiaries or affiliates, PM, any of its
subsidiaries or affiliates or Munk without being liable to account for any
profit made thereby.
19. This Agreement shall be construed in accordance with and governed
by the laws of the Province of Ontario and the federal law of Canada applicable
therein.
20. Notwithstanding the provisions of section 7, this Agreement may be
amended without the approval of the holders of the Subordinate Voting Shares in
order to correct or rectify any errors, ambiguities, defective provisions,
inconsistencies or omissions herein or to facilitate the operation of the
provisions hereof provided that the Trustee is of the opinion that the rights
hereunder of the holders of the Subordinate Voting Shares are not prejudiced, in
any material respect, by such amendment and that The Toronto Stock Exchange
shall have consented in writing to such amendment.
21. This Agreement shall enure to the benefit of and be binding upon
the heirs, legal representatives, successors and assigns of the respective
parties hereto.
22. The interest of Munk in the shares of PM is subject to the same
restrictions as the Multiple Voting Shares are subject to under this Agreement,
mutatis mutandis. Without limiting the generality of the foregoing, Munk shall
not transfer any shares of PM to any transferee except such a one as,
contemporaneously with such transfer, acknowledges and agrees with PM, Trizec
Canada and the Trustee to be bound by this Agreement to the same extent and as
if the transferee were Munk.
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23. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by delivery as hereafter
provided. Any such notice or other communication, if mailed by prepaid
first-class mail at any time other than during a general discontinuance of
postal service due to strike, lockout or otherwise, shall be deemed to have been
received on the fourth business day after the post-marked date thereof, or if
sent by facsimile or other means or electronic communication, shall be deemed to
have been received on the business day following the sending, or if delivered by
hand shall be deemed to have been received at the time it is delivered to the
applicable address noted below either to the individual designated below or to
an individual at such address having apparent authority to accept deliveries on
behalf of the addressee. Notice of change of address shall also be governed by
this section. In the event of a general discontinuance of postal service due to
strike, lockout or otherwise, notices or other communications shall be delivered
by hand or sent by facsimile or other means of electronic communication and
shall be deemed to have been received in accordance with this section. Notices
and other communications shall be addressed as follows:
(a) if to PM or Munk:
P.M. Capital Inc./Xxxxx Xxxx
BCE Place
000 Xxx Xxxxxx, Xxxxx 0000
X.X. Xxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxx
Telecopier Number: (000) 000-0000
(b) if to Trizec Canada:
Trizec Canada Inc.
BCE Place
000 Xxx Xxxxxx, Xxxxx 0000
X.X. Xxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Secretary
Telecopier Number: (000) 000-0000
(c) if to the Trustee:
CIBC Mellon Trust Company
000 Xxx Xxxxxx
Xxxxxxx, XX
X0X 0X0
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Attention: Vice-President, Client Services
Telecopier Number: (000) 000-0000
24. This Agreement may be signed in counterparts and each of such
counterparts shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be executed as of the 23rd day of April, 2002.
P.M. CAPITAL INC.
By /s/ Xxxxx Xxxxx
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c/s
/s/ X. Xxxx
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XXXXX XXXX (seal)
TRIZEC CANADA INC.
By /s/ X. Xxxxxxx
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By /s/ X. Xxxxxxx
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c/s
CIBC MELLON TRUST COMPANY
By /s/ X. Xxx
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By /s/ X. Xxxxxx
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c/s
