FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2006 (this “Amendment”), among TRIZEC HOLDINGS OPERATING LLC, a Delaware limited liability company (“Borrower”), TRIZEC PROPERTIES, INC., a Delaware corporation (“Trizec”), the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in such Credit Agreement.

WITNESSETH:

WHEREAS, Borrower, Trizec, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of October 31, 2005 (the “Credit Agreement”); and

WHEREAS, the parties hereto desire to amend the Credit Agreement as provided herein, on the terms and conditions set forth herein;

NOW, THEREFORE, it is agreed:

1. Credit Agreement Amendments. The Credit Agreement is hereby amended as follows:

(a) The second sentence of Section 8.04(a) of the Credit Agreement is hereby amended by adding the following text at the end of such sentence:

“; provided, however, that the First Citizens Property and the Arden Replacement Property may be owned by a Wholly-Owned Subsidiary of Trizec”.

(b) Section 8.13(a) of the Credit Agreement is hereby amended by adding the following text immediately after “a counterpart of the Subsidiaries Guaranty executed by” in clause (iii) of such Section:

“(v) in the case of a Real Estate Asset owned by a Wholly-Owned Subsidiary of Trizec, such Wholly-Owned Subsidiary,”.

“Notwithstanding the foregoing and anything to the contrary contained in Sections 8.13(a) or 8.13(b), in the event the Arden Replacement Property is financed (including if the Arden Replacement Property becomes a Borrowing Base Property pursuant to Section 8.13(a) and is thereafter removed from the

Borrowing Base pursuant to Section 8.13(b) in order to obtain such financing), then (i) the direct Subsidiary of Trizec that directly or indirectly owns such Real Estate Asset shall be released as of the date of such financing from its obligations under the Subsidiaries Guaranty, (ii) if such Real Estate Asset is a Borrowing Base Property owned by an indirect Wholly-Owned Subsidiary of Trizec, such Subsidiary shall be released as of the applicable Release Date from its obligations under the Subsidiaries Guaranty, in each case without any further action on the part of any party hereto, and (iii) so long as such financing or any refinancing of such Real Estate Asset is outstanding, neither Trizec nor the Borrower shall be obligated to cause such direct Subsidiary of Trizec that owns, directly or indirectly, such Real Estate Asset to be or become a Subsidiary Guarantor under the Subsidiaries Guaranty pursuant to this Section 8.13(f).”

(d) Section 9.04 (a) of the Credit Agreement is hereby amended by adding the following text at the end of such Section:

“; provided, further, that the Interim Facility Pledge shall not be considered to be payment guaranties as such term is used in the immediately preceding proviso.”

(e) Clause (b) of Section 9.07 of the Credit Agreement is hereby amended to read in its entirety as follows:

“(b) any agreements governing any Secured Indebtedness permitted under Section 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 9.01 (k), (A) the Property subject to such Liens and (B) if such Property is the equity interests in the Interim Borrower, the assets owned by the Interim Borrower and its Subsidiaries.”

(f) Section 9.10 of the Credit Agreement is hereby amended to read in its entirety as follows:

“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 65% 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.”

(g) Section 9.12 of the Credit Agreement is hereby amended to read in its entirety as follows:

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“9.12 Consolidated Interest Coverage Ratio. Trizec will not permit its Consolidated Interest Coverage Ratio for any Test Period to be less than (x) 1.75:1.00 on any date on or prior to the original Maturity Date and (y) 2:00:1.00 on any date after the original Maturity Date.”

(h) Section 9.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

“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 (x) 1.40:1.00 on any date on or prior to the original Maturity Date and (y) 1.50:1.00 on any date after the original Maturity Date.”

(i) Section 9.15 of the Credit Agreement is hereby amended by substituting a comma for the word “and” immediately before clause (v) of such Section and adding the following text at the end of such Section:

“and (vi) restrictions of the type described in this Section 9.15 that are imposed by the credit documents governing the Interim Facility on (x) the Interim Borrower and its direct and indirect Subsidiaries and (y) Holdings (but in the case of Holdings, only insofar as such restrictions are limited to the Interim Borrower, its direct and indirect Subsidiaries, their respective assets, and the equity interests in the Interim Borrower pledged by Holdings pursuant to the Interim Facility Pledge).”

(j) Clause (v) of the definition of “Borrowing Base Property” in Section 11.01 of the Credit Agreement is hereby amended by substituting a comma for the word “or” immediately prior to clause (c) thereof and adding the following text at the end of such clause:

“or (d) in the case of the Arden Replacement Property, a Wholly-Owned Subsidiary of Trizec.”

(k) The definition of “Unsecured Consolidated Total Indebtedness” in Section 11.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“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 (i) any Indebtedness incurred under the Interim Facility, including, without limitation, any payment guaranties thereof and pledges providing security therefor, and (ii) up to $100,000,000 of other Unsecured Indebtedness incurred at any time by Trizec (but not any other Credit Party) under payment guaranties by it of the

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Secured Consolidated Total Indebtedness of its Subsidiaries for borrowed money (excluding payment guaranties of the Interim Facility).

(l) The definition of “Unsecured Indebtedness” in Section 11.01 of the Credit Agreement is hereby amended by adding the following proviso at the end of such definition:

“; provided, however, that solely for purposes of the last paragraph of Section 9.04, Unsecured Indebtedness shall not include the Interim Facility”.

(m) Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the definitions of “Consolidated Total Indebtedness Election Notice” and “Substantial Acquisition” in their entirety and (ii) inserting the following new definitions in appropriate alphabetical order:

“‘Arden Replacement Property’ shall mean the Real Estate Asset commonly known as 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx, or such other Real Estate Asset as may be designated from time to time by Trizec or the Borrower to complete the 1031 Exchange effected in connection with the sale of the First Citizens Property.

“‘First Citizens Property’ shall mean the Real Estate Asset commonly known as First Citizens Plaza, Charlotte, North Carolina.

“‘Interim Borrower’ shall mean one or more subsidiaries that are Wholly-Owned Subsidiaries of Holdings.”; and

“‘Interim Facility’ shall mean a term loan in the principal amount of not more than $1,475,000,000 made to the Interim Borrower on or prior to July 31, 2006 to finance the acquisition of a portfolio of Real Estate Assets located in Southern California owned directly or indirectly by Arden Realty Limited Partnership, which term loan may be (i) guaranteed by Trizec and each Subsidiary of the Interim Borrower that directly or indirectly owns the assets of the Interim Borrower and (ii) secured by a pledge (the “Interim Facility Pledge”) of Holding’s direct or indirect equity interests in the Interim Borrower.”

“‘Interim Facility Pledge’ shall have the meaning provided in the definition of ‘Interim Facility’.”

(n) Exhibit L to the Credit Agreement is hereby amended by deleting the text of footnote 3 of Annex II thereof and replacing such footnote with the following footnote:

“Less (i) the Indebtedness incurred under the Interim Facility, including, without limitation, any payment guaranties thereof and pledges providing security therefor and (ii) up to $100,000,000 of other 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 (excluding payment guaranties of the Interim Facility)”.

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(o) Exhibit O to the Credit Agreement is hereby amended by deleting Schedule I thereof and replacing such schedule with the schedule attached to this Amendment as Exhibit A.

2. Miscellaneous Provisions.

(a) Each of Borrower and Trizec hereby represents and warrants that (i) the representations and warranties of each Credit Party contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Effective Date (as hereinafter defined) (except that with respect to any such representation and warranty which is limited by its terms to a specific date, the same is true and correct in all material respects as of such date), and (ii) there exists no Specified Default or material Event of Default under the Credit Agreement on the Effective Date (as defined below), after giving effect to this Amendment.

(b) This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. As amended hereby, the Credit Agreement, each Guaranty and the other Credit Documents are ratified and confirmed in all respects.

(c) This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered (including by way of facsimile or other electronic transmission) shall together constitute one and the same instrument. A complete set of counterparts of this Amendment shall be lodged with Borrower and the Administrative Agent.

(d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(e) This Amendment shall become effective on the date (the “Effective Date”) on which (i) Borrower, Trizec, the Subsidiary Guarantors and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterpart) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office and (ii) the following conditions are satisfied: (x) the closing of the Interim Facility shall have occurred, (y) Borrower shall have paid each of the undersigned Lenders an amendment fee in the amount of 0.05% of such Lender’s Commitment outstanding immediately prior to the Effective Date and (z) no Specified Default or material Event of Default shall have occurred and be continuing immediately after giving effect to this Amendment; provided, however, that if the Effective Date has not occurred on or prior to July, 31, 2006, this Amendment shall be void and of no further force or effect. The Administrative Agent shall give Borrower and each Lender written notice of the occurrence of the Effective Date.

(f) From and after the Effective Date, all references in the Credit Agreement, each Guaranty and the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed and delivered as of the date first above written.


	TRIZEC HOLDINGS OPERATING LLC By: Trizec Properties, Inc., its sole managing member

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Title: Treasurer

	TRIZEC PROPERTIES, INC.

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Title: Treasurer

	TRIZEC REALTY, LLC, a California limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Vice President & Secretary


	TRIZECHAHN 0000 XXXXXXXXXXX XXXXXX LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary


	T.H.S. NORTHSTAR ASSOCIATES LIMITED PARTNERSHIP, a Minnesota limited partnership, as a Subsidiary Guarantor By: TrizecHahn Northstar LLC, a Delaware limited liability, as sole general partner
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary



	TRIZECHAHN 0000 00XX XXXXXX XX LLC, a District of Columbia limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary


	TRIZECHAHN 1065 LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary


	TRIZECHAHN FRANKLIN CENTER LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary


	TRIZEC R&E HOLDINGS, LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Senior Vice President & Secretary

	TRIZEC HOLDINGS, LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Senior Vice President, General Counsel & Corporate Secretary

	TRIZECHAHN NEWPORT, LLC, a Delaware limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary

	TRIZECHAHN WATERGATE OFFICE/RETAIL/LAND LLC, a District of Columbia limited liability company, as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary


	NEWPORT TOWER URBAN RENEWAL COMPANY, a New Jersey general partnership, as a Subsidiary Guarantor By: TrizecHahn Newport, LLC, a Delaware limited liability company, as managing general partner
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Secretary

	TRIZEC PARTNERS REAL ESTATE, L.P. a Delaware limited partnership, as a Subsidiary Guarantor By: THOPI TRS INC. a Delaware corporation and its Sole General Partner

	By:	/s/ Xxxxxxx X. Xxxxxxx
	Title: Assistant Treasurer

	By:	/s/ Xxx X. Xxxxxx
		Title: Vice President & Secretary


	DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent

	By:	/s/ Xxxxxx X. Xxxxxxxx
		Title: Vice President

	By:	/s/ Xxxxxx Xxxxx
		Title: Director

	BANK OF AMERICA, N.A.

	By:
		Name:
		Title:


	THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

	By:	/s/ X. X. Xxxxx
		Title: Managing Director

	BANK OF MONTREAL

	By:	/s/ Xxxxxxxx Xxxxx
		Title: Vice President

	JPMORGAN CHASE BANK, N.A.

	By:	/s/ Xxxx X. Xxxxxxxxxx
		Title: Vice President

	ING REAL ESTATE FINANCE (USA) LLC

	By:	/s/ Xxxxx X. Xxxxxxx
		Title: Senior Director


	XXXXX FARGO BANK, N.A.

	By:	/s/ Xxxxx X. Xxxxx
		Title: Vice President

	COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES

	By:	/s/ Xxxxx Xxxxx
		Title: Assistant Treasurer

	By:	/s/ Xxxxxxxxx Xxxxx
		Title: Vice President

	EUROHYPO AG, NEW YORK BRANCH
	By:	/s/ Xxxxx Xxxxxx
		Title: Director

	By:	/s/ Xxxxx Xx
		Title: Associate

	LASALLE BANK NATIONAL ASSOCIATION

	By:	/s/ A. Xxxx Xxxxx
		Title: Assistant Vice President

	US BANK NATIONAL ASSOCIATION

	By:	/s/ Xxxxx Xxxxx
		Title: Vice President

	WACHOVIA BANK, NATIONAL ASSOCIATION

	By:	/s/ Xxxx Xxxxxx
		Title: Vice President


	CHARTER ONE BANK, NATIONAL ASSOCIATION

	By:	/s/ Xxxxx X. Xxxxxxx
		Title: Vice President

	PNC BANK, NATIONAL ASSOCIATION

	By:	/s/ Xxxxxxx X. Xxxxx
		Title: Senior Vice President

	THE BANK OF NEW YORK

	By:	/s/ Xxxx Xxxxxxx
		Title: Vice President

	MIDFIRST BANK, A FEDERALLY CHARTERED SAVINGS ASSOCIATION

	By:	/s/ Xxxx X. Xxxxxx
		Title: Vice President

	SOVEREIGN BANK

	By:	/s/ T. Xxxxxxx Xxxxxxx
		Title: Senior Vice President

	ALLIED IRISH BANK, P.L.C.

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Title: Vice President

	By:	/s/ Xxxxx Xxxxxx
		Title: Assistant Vice President

	XXXXXX XXXXXXX BANK

	By:	/s/ Xxxxxx Xxxxxx
		Title: Vice President


	UNION BANK OF CALIFORNIA, N.A.


	By:	/s/ Xxxxxxxx Xxxxx
		Title: Vice President

	COMERICA BANK

	By:	/s/ Xxxxx Xxxxxxxxx
		Title: Vice President

	FIRST HORIZON BANK, A DIVISION OF FIRST TENNESSEE

	By:	/s/ X. Xxxxxx X'Xxxxx III
		Title: Senior Vice President

	ERSTE BANK, NEW YORK BRANCH

	By:	/s/ Xxxxxxx X. Xxxxxx
		Title: Vice President

	By:	/s/ Xxxxx Xxxxx
		Title: First Vice President

	PEOPLES BANK

	By:	/s/ Xxxxxx Jenassen
		Title: Vice President

	THE NORTHERN TRUST COMPANY

	By:	/s/ X.X. Xxxxxx
		Title: Vice President

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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