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, 2006Merger Agreement • June 7th, 2006 • Trizec Canada Inc • Real estate • 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”).
SUPPORT AGREEMENTSupport Agreement • June 7th, 2006 • Trizec Canada Inc • Real estate • 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.
SUPPORT AGREEMENTSupport Agreement • June 7th, 2006 • Trizec Canada Inc • Real estate • 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.
