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, 2006Agreement and Plan of Merger • 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”).
