-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Be8jLlIetjhXV2xBYRLmCBtO6d7J1ZTUAx/EomDu0lYpzb8ySNg4Fat8tXiz7pHh gylYCdNmwVqG4v51N5n4zg== 0000947871-02-000924.txt : 20020517 0000947871-02-000924.hdr.sgml : 20020517 20020517172200 ACCESSION NUMBER: 0000947871-02-000924 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIZEC PROPERTIES INC CENTRAL INDEX KEY: 0001161935 IRS NUMBER: 330387846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78272 FILM NUMBER: 02656884 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123829300 FORMER COMPANY: FORMER CONFORMED NAME: TRIZECHAHN USA CORP DATE OF NAME CHANGE: 20011106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUNK PETER CENTRAL INDEX KEY: 0001169460 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O TRIZAC PROPERTIES INC STREET 2: 1114 AVE OF THE AMERICAS 31ST FL. CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123829300 SC 13D 1 sch13d_051502.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TRIZEC PROPERTIES, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 89687P 10 7 (CUSIP Number of Class of Securities) Trizec Canada Inc. BCE Place, Wellington Tower Suite 3900 181 Bay Street Toronto, ON M5J 2T3 Canada 416-361-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 8, 2002 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 13 pages) Page 2 of 13 pages CUSIP No. 89687P 10 7 1) Names of Reporting Persons Peter Munk I.R.S. Identification Nos. of Above Persons (entities only) N/A 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) N/A (See Item 5) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Canada NUMBER OF SHARES BENEFICIALLY 7) Sole Voting Power OWNED BY 1,575,717* EACH 8) Shared Voting Power REPORTING PERSON 61,583,680** WITH 9) Sole Dispositive Power 1,575,717* 10) Shared Dispositive Power 61,583,680** 11) Aggregate Amount Beneficially Owned by Each Reporting Person 63,159,397 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 41.3%*** 14) Type of Reporting Person (See Instructions) IN, HC - ------------- * Represents warrants to purchase 1,350,000 shares of Common Stock held directly by Peter Munk that are currently exerciseable and 225,717 exchange certificates of the Issuer, each of which represents a share of Common Stock, held by P.M. Capital Inc., which is wholly-owned by Peter Munk. ** Represents 59,922,379 shares of Common Stock and warrants to purchase 1,661,301 shares of Common Stock that are currently exerciseable, in each case held indirectly through subsidiaries of Trizec Canada Inc. *** Based on 149,849,246 shares of Common Stock outstanding as of May 14, 2002, as disclosed by Trizec Properties, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2002, and as adjusted in accordance with Rule 13d-3(d)(1) under the Act for currently exerciseable warrants to purchase 3,011,301 shares of Common Stock. Page 3 of 13 pages CUSIP No. 89687P 10 7 1) Names of Reporting Persons P.M. Capital Inc. I.R.S. Identification Nos. of Above Persons (entities only) N/A 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) N/A (See Item 5) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Ontario, Canada NUMBER OF SHARES BENEFICIALLY 7) Sole Voting Power OWNED BY 225,717* EACH 8) Shared Voting Power REPORTING PERSON 61,583,680** WITH 9) Sole Dispositive Power 225,717* 10) Shared Dispositive Power 61,583,680** 11) Aggregate Amount Beneficially Owned by Each Reporting Person 61,809,397 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 40.8%*** 14) Type of Reporting Person (See Instructions) CO - ------------- * Represents 225,717 exchange certificates of the Issuer, each of which represents a share of Common Stock, held by P.M. Capital Inc., which is wholly-owned by Peter Munk. ** Represents 59,922,379 shares of Common Stock and warrants to purchase 1,661,301 shares of Common Stock that are currently exerciseable, in each case held indirectly through subsidiaries of Trizec Canada Inc. *** Based on 149,849,246 shares of Common Stock outstanding as of May 14, 2002, as disclosed by Trizec Properties, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2002, and as adjusted in accordance with Rule 13d-3(d)(1) under the Act for currently exerciseable warrants to purchase 1,661,301 shares of Common Stock. Page 4 of 13 pages CUSIP No. 89687P 10 7 1) Names of Reporting Persons Trizec Canada Inc. I.R.S. Identification Nos. of Above Persons (entities only) N/A 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) N/A (See Item 5) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Canada NUMBER OF SHARES BENEFICIALLY 7) Sole Voting Power OWNED BY 0 EACH 8) Shared Voting Power REPORTING PERSON 61,583,680* WITH 9) Sole Dispositive Power 0 10) Shared Dispositive Power 61,583,680* 11) Aggregate Amount Beneficially Owned by Each Reporting Person 61,583,680 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 40.6% ** 14) Type of Reporting Person (See Instructions) CO - ------------ * Represents 59,922,379 shares of Common Stock and warrants to purchase 1,661,301 shares of Common Stock that are currently exerciseable, in each case held indirectly through subsidiaries of Trizec Canada Inc. ** Based on 149,849,246 shares of Common Stock outstanding as of May 14, 2002, as disclosed by Trizec Properties, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2002, and as adjusted in accordance with Rule 13d-3(d)(1) under the Act for currently exerciseable warrants to purchase 1,661,301 shares of Common Stock. Page 5 of 13 pages CUSIP No. 89687P 10 7 Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to the common stock, par value $0.01 per share (the "Common Stock"), of Trizec Properties, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1114 Avenue of the Americas, 31st Floor, New York, New York 10036. Item 2. Identity and Background. This Statement is being filed by Peter Munk, a Canadian citizen, P.M. Capital Inc., a company incorporated under the Business Corporations Act (Ontario) ("PMC"), and Trizec Canada Inc., a company incorporated under the Canada Business Corporations Act ("TCI"). TCI is controlled by PMC by reason of PMC's ownership of 100% of the outstanding multiple voting shares of TCI. PMC is wholly owned by Peter Munk. Peter Munk, PMC and TCI are referred to herein as the Reporting Persons. An agreement among the Reporting Persons with respect to the filing of this Statement is attached hereto as Exhibit 1. The Reporting Persons do not affirm the existence of a group. The principal occupation of Peter Munk is President and Chairman of TCI, Chairman of the Issuer, and Chairman of Barrick Gold Corporation, a gold mining company. PMC is a holding company that holds shares of TCI, which constitute its primary asset. TCI engages in the U.S. real estate business through its indirect interest in the Issuer, consisting of approximately 40% of the outstanding Common Stock and 100% of the Issuer's outstanding special voting stock and Class F convertible stock, which constitute TCI's principal assets. The business address of Peter Munk, PMC and TCI is BCE Place, Wellington Tower, Suite 3900, 181 Bay Street, Toronto, ON M5J 2T3, Canada. Set forth on Schedules A and B to this Statement, and hereby incorporated herein by reference, are the name, business address, present principal occupation or employment, and citizenship of each executive officer and director of PMC and TCI, respectively. During the last five years none of the Reporting Persons nor, to the best of their knowledge, any of the directors or executive officers of PMC or TCI has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The information set forth or incorporated by reference in Items 4, 5 and 6 below are hereby incorporated by reference herein. Item 4. Purpose of Transaction. TCI beneficially owns the Common Stock to engage in the U.S. real estate business through its indirect interest in the Issuer, which constitutes its principal asset. TCI may from time to time choose to (1) sell or exchange shares of Common Stock in connection with redemptions of TCI shares, (2) sell shares of Common Stock in connection with conversions of the Issuer's Class F convertible stock and (3) exercise warrants, each of which is exerciseable to acquire one share of Common Stock (the "Warrants"), in connection with TCI stock option exercises. Peter Munk and PMC beneficially own the Common Stock, including Warrants and exchange certificates of the Issuer representing underlying shares of Common Stock (the "Exchange Certificates"), for investment purposes. Because neither Peter Munk nor PMC are U.S. persons, either they will sell their Exchange Certificates or the shares of Common Stock underlying such Exchange Certificates will be automatically sold upon the expiration of such Exchange Certificates. Depending on market conditions and other factors, Peter Munk and PMC may from time to time choose to exercise Warrants or otherwise dispose of their interests in the Common Stock. Page 6 of 13 pages Other than as set forth in this Statement, the Reporting Persons currently have no plans or proposals that relate to or would result in transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D, but may, at any time and from time to time, review, reconsider and discuss with the Issuer or others the Reporting Persons' positions with respect to the Issuer which would thereafter result in the adoption of such plans or proposals. Item 5. Interest in Securities of the Issuer. (a) The Responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Statement are hereby incorporated herein by reference. Except as disclosed in Schedule C and in this Item 5(a), none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedules A and B to this Statement beneficially owns any shares of Common Stock or has the right to acquire any shares of Common Stock. (b) The Responses of the Reporting Persons to Rows (7) through (10) of the cover pages of this Statement are hereby incorporated herein by reference. Except as disclosed in Schedule C and in this Item 5(b), none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedules A and B to this Statement has the power to vote or direct the vote or to dispose or direct the disposition of any of the Common Stock which they may be deemed to beneficially own. (c) As of February 14, 2002, the date on which the Issuer's registration statement on Form 10 became effective under the Act, Peter Munk and PMC, through PMC's direct ownership of all outstanding multiple voting shares of TrizecHahn Corporation ("TrizecHahn"), were the ultimate beneficial owners of 99.9% of all outstanding shares of Common Stock held by TrizecHahn indirectly through subsidiaries. Pursuant to a plan of arrangement (the "Arrangement") that was approved by shareholders of TrizecHahn and by the Superior Court of Justice of Ontario, Canada, and that became effective at the earliest moment of May 8, 2002 (the "Effective Time"), TCI acquired beneficial ownership, substantially through wholly-owned subsidiaries, of all of the multiple voting shares and subordinate voting shares of TrizecHahn from the holders thereof in exchange for one or more of the following securities: (1) shares of Common Stock, some of which were represented by Exchange Certificates, and (2) TCI shares. In accordance with the terms of the Arrangement, shares of Common Stock, Exchange Certificates and TCI shares were allocated, subject to pro-ration, on the basis of the TrizecHahn shareholders' elections, certifications as to their status as "Qualifying U.S. Persons" or Canadian residents, and delivery of TrizecHahn share certificates. The following transactions relating to the Common Stock occurred in connection with the Arrangement. On April 19, 2002, in connection with the Arrangement, 150,000 shares of the Issuer's Series B convertible preferred stock, par value $1.00 per share (the "Series B Stock"), indirectly held by TrizecHahn and ultimately beneficially owned by Peter Munk and PMC (through PMC's direct ownership of all outstanding multiple voting shares of TrizecHahn) were converted into 5,686,669 shares of Common Stock pursuant to the terms of the Series B Stock. The conversion ratio was determined by the Issuer's board of directors to reflect $26.38 as the fair market value of the Common Stock on that date. Following this conversion of Series B Stock, Peter Munk and PMC (through PMC's direct ownership of all outstanding multiple voting shares of TrizecHahn) were the ultimate beneficial owners of 99.9% of all outstanding shares of Common Stock. In connection with the Arrangement, the Issuer paid a dividend on the Common Stock on May 6, 2002 payable in Warrants and cash. The dividend was paid in Warrants to an indirect, wholly-owned subsidiary of TrizecHahn and in cash to all other holders of the Issuer's common stock pursuant to their consent. The Issuer issued a total of 8,772,418 Warrants to an indirect, wholly-owned subsidiary of TrizecHahn on May 6. Following this issuance of Warrants, Peter Munk and PMC (through PMC's direct ownership of all outstanding multiple voting shares of TrizecHahn) were the ultimate beneficial owners of 99.9% of all outstanding shares of Common Stock, including shares issuable upon the exercise of Warrants. On May 7, 2002, in connection with the Arrangement, (1) 699,400 shares of the Issuer's Class C convertible preferred stock, par value $1.00 per share (the "Class C Stock"), indirectly held by TCI were converted Page 7 of 13 pages into approximately 42,193,745.7 shares of Common Stock; (2) 742,501.6 shares of Series B Stock indirectly held by TCI were converted into approximately 40,721,818.6 shares of Common Stock; and (3) 207,498.4 shares of Series B Stock ultimately beneficially owned by Peter Munk and PMC (through PMC's direct ownership of all outstanding multiple voting shares of TrizecHahn) were converted into approximately 11,380,058.9 shares of Common Stock. The conversion ratios for the foregoing Series B Stock and Class C Stock conversions were determined by the Issuer's board of directors to reflect $18.23 as the fair market value of the Common Stock on that date. As a result of these Series B Stock and Class C Stock conversions, (1) Peter Munk and PMC (through PMC's direct ownership of all outstanding multiple voting shares of TrizecHahn) ultimately beneficially owned 43.6% of all outstanding shares of Common Stock, including shares issuable upon the exercise of Warrants, and (2) TCI ultimately beneficially owned 15.4% of all outstanding shares of Common Stock, including shares issuable upon the exercise of Warrants. Following the above-described conversions of the Issuer's Series B Stock and Class C Stock, on May 7, 2002, immediately prior to the Effective Time, each outstanding share of Common Stock was split into approximately 1.084 shares of Common Stock in connection with the Arrangement. This stock split was made pursuant to an amendment to the Issuer's certificate of incorporation. As a result of the stock split, immediately prior to the Effective Time, (1) Peter Munk and PMC (through PMC's direct ownership of all outstanding multiple voting shares of TrizecHahn) continued to ultimately beneficially own 43.6% of the outstanding shares of Common Stock, and (2) TCI continued to ultimately beneficially own 56.4% of the outstanding shares of Common Stock. Pursuant to the Arrangement and as of the Effective Time, (1) PMC indirectly exchanged through a wholly-owned subsidiary all outstanding TrizecHahn multiple voting shares for all authorized TCI multiple voting shares; (2) PMC indirectly exchanged through a wholly-owned subsidiary 2,198,152 TrizecHahn subordinate voting shares for a combination of 1,972,435 TCI subordinate voting shares and 225,717 Exchange Certificates representing an equivalent number of shares of Common Stock; and (3) 1,900,000 TrizecHahn stock options held by Peter Munk were exchanged for 550,000 TCI stock options and 1,350,000 Warrants. Also pursuant to the Arrangement and as of the Effective Time, all other outstanding TrizecHahn shares were exchanged for a combination of TCI subordinate voting shares and all but one share of Common Stock that TCI indirectly beneficially owned immediately prior to the Effective Time, some of which were represented by Exchange Certificates. As a result of this exchange, TCI indirectly acquired beneficial ownership of 59,922,378 shares of Common Stock and 1,661,301 Warrants. Through their acquisition of all outstanding TCI multiple voting shares pursuant to the Arrangement, Peter Munk and PMC acquired ultimate beneficial ownership of these shares of Common Stock and Warrants. TCI intends to indirectly own one Warrant for every outstanding TCI stock option and expects to cause the exercise of these Warrants whenever and to the extent that one or more TCI stock options are exercised. None of the persons listed in Schedules A and B hereto received securities of the Issuer pursuant to the Arrangement in exchange for TrizecHahn Options or TrizecHahn shares except as described in this Item 5 and as set forth in Schedule C, which is hereby incorporated herein by reference. Except as disclosed in this Statement, none of the Reporting Persons nor to the best of their knowledge, any of the persons listed on Schedules A and B, have effected any transaction in the Common Stock in the past 60 days. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. In connection with the Arrangement, Peter Munk became a party to a warrant agreement by and among the Issuer, Emerald Blue Kft, as the initial registered holder of Warrants thereunder, and any subsequent registered holders of Warrants thereunder, dated as of April 25, 2002 (the "Warrant Agreement"), as a subsequent registered holder of 1,350,000 Warrants. Pursuant to the Warrant Agreement, Peter Munk has the right to transfer the Warrants and has the right to exercise any of such Warrants to acquire shares of Common Stock at any time prior to the expiration date of such Warrants upon payment of the applicable exercise price. The foregoing summary of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, a copy of which is included as Exhibit 2 to this Statement and is hereby incorporated herein by reference. In connection with the Arrangement, the Issuer, TCI and an indirect, wholly-owned subsidiary of TCI entered into a registration rights agreement dated as of May 2, 2002 (the "Registration Rights Agreement"). Page 8 of 13 pages Pursuant to the Registration Rights Agreement, the Issuer has agreed to file and maintain effective a shelf registration statement at its expense registering certain shares of Common Stock that TCI or certain of its subsidiaries may from time to time desire to sell or exchange in connection with redemptions of TCI shares. Pursuant to the Registration Rights Agreement, the Issuer also has agreed to file and maintain effective other resale registration statements at its expense registering certain shares of Common Stock that TCI or certain of its subsidiaries may from time to time desire to sell, including in connection with conversions of the Issuer's Class F convertible stock. The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 3 to this Statement and is hereby incorporated herein by reference. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement by and among Peter Munk, P.M. Capital Inc. and Trizec Canada Inc. dated as of May 16, 2002 2. Warrant Agreement by and among Trizec Properties, Inc., Emerald Blue Kft, as the initial registered holder of warrants thereunder, and any subsequent registered holders of warrants thereunder dated as of April 25, 2002 3. Registration Rights Agreement by and among Trizec Properties, Inc., Trizec Canada Inc. and Emerald Blue Kft dated as of May 2, 2002 [Remainder of page intentionally left blank] Page 9 of 13 pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: May 17, 2002 /s/ Peter Munk -------------------------------- Peter Munk May 17, 2002 P.M. CAPITAL INC. By: /s/ Peter Munk --------------------------- Name: Peter Munk Title: President May 17, 2002 TRIZEC CANADA INC. By: /s/ Peter Munk --------------------------- Name: Peter Munk Title: President and Chairman Page 10 of 13 pages SCHEDULE A ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS P.M. Capital Inc. Directors and Executive Officers
Name, Title Business Address Principal Occupation Citizenship Peter Munk, President and BCE Place, Wellington President and Chairman of Canada Sole Director Tower, Suite 3900 Trizec Canada Inc., 181 Bay Street Chairman of Trizec Toronto, ON M5J 2T3 Properties, Inc., and Canada Chairman of Barrick Gold Corporation (gold mining company) Frank Penny, Vice President 120 Adelaide Street West, President of Clover Canada Suite 2150 Administration Inc. Toronto, ON M5H 1T1 (administrative service Canada company) Melanie Munk, Treasurer BCE Place, Wellington Treasurer of U.K. Tower, Suite 3900 P.M. Capital Inc. 181 Bay Street Toronto, ON M5J 2T3 Canada
Page 11 of 13 pages SCHEDULE B ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS Trizec Canada Inc. Directors and Executive Officers
Name, Title Business Address Principal Occupation Citizenship Peter Munk, President, BCE Place, Wellington President and Chairman of Canada Chairman and Director Tower, Suite 3900 Trizec Canada Inc., 181 Bay Street Chairman of Trizec Toronto, ON M5J 2T3 Properties, Inc., and Canada Chairman of Barrick Gold Corporation (gold mining company) Howard L. Beck, Director The Edison Centre Chairman of Westcam Inc. Canada Suite 304 (designer and manufacturer 2345 Yonge Street of of image systems) Toronto, ON M4P 2E5 Canada C. William D. Birchall, "Wakaya", Ranger Road Corporate Director U.K. Director Lyford Cay Nassau, Bahamas Christopher Mackenzie, 1114 Avenue of the President and Chief U.K. Director Americas, 31st Floor Executive Officer of New York, NY 10036 Trizec Properties, Inc. Anthony Munk, Director 712 - 5th Avenue Vice President of Onex Canada 40th Floor Corporation (diversified New York, NY 10019 manufacturing and service company) Gregory C. Wilkins, Director BCE Place, Wellington Corporate Director Canada Tower, Suite 3900 181 Bay Street Toronto, ON M5J 2T3 Canada Robert B. Wickham, Chief BCE Place, Wellington Chief Financial Officer Canada Financial Officer and Tower, Suite 3900 and Secretary of Trizec Secretary 181 Bay Street Canada Inc. Toronto, ON M5J 2T3 Canada
Page 12 of 13 pages SCHEDULE C BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
Name, Title Number of Shares of Common Nature of Power to Vote Nature of Power to Dispose Stock Beneficially Owned Peter Munk, President, 1,575,717 (1) Sole Sole Chairman and Director of TCI and President and Director of PMC 61,583,680 (2) Shared Shared Howard L. Beck, Director of 11,897 (3) Sole Sole TCI C. William D. Birchall, 652,344 (4) Sole Sole Director of TCI 10,649 (5) Shared Shared Christopher Mackenzie, 682,500 (6) Sole Sole Director of TCI Gregory C. Wilkins, Director 964,080 (7) Sole Sole of TCI Robert B. Wickham, Chief 75,000 (8) Sole Sole Financial Officer and Secretary of TCI
- -------------------------- (1) Represents currently exerciseable warrants to purchase 1,350,000 shares of Common Stock held by Mr. Munk and 225,717 exchange certificates of the Issuer, each of which represents a share of Common Stock, held by P.M. Capital Inc., which is wholly-owned by Mr. Munk. (2) Represents 59,922,379 shares of Common Stock and currently exerciseable warrants to purchase 1,661,301 shares of Common Stock, in each case held indirectly through subsidiaries of Trizec Canada Inc. (3) Represents currently exerciseable warrants to purchase 6,250 shares of Common Stock and 5,647 exchange certificates of the Issuer, each of which represents a Share of Common Stock. (4) Represents currently exerciseable warrants to purchase 525,000 shares of Common Stock and 127,344 exchange certificates of the Issuer, each of which represents a share of Common Stock. On May 10, 2002, Mr. Birchall sold 50,000 exchange certificates of the Issuer at C$25.48 per exchange certificate. On May 14, 2002, Mr. Birchall sold 25,000 exchange certificates fo the Issuer at C$25.342 per excahnge certificate. On May 16, Mr. Birchall sold 3,081 exchange certificates of the Issuer at $16.75 per exchange certificate. (5) Represents 10,649 exchange certificates of the Issuer, each of which represents a share of Common Stock, which exchange certificates are held by a family member of Mr. Birchall. (6) Represents 7,500 exchange certificates of the Issuer, each of which represents a share of Common Stock, and currently exerciseable warrants to purchase 675,000 shares of Common Stock. (7) Represents currently exerciseable warrants to purchase 691,000 shares of Common Stock and 3,080 exchange certificates of the Issuer, each of which represents a share of Common Stock. (8) Represents currently exerciseable warrants to purchase shares of Common Stock. Page 13 of 13 pages INDEX OF EXHIBITS Exhibit Number Description 1. Joint Filing Agreement by and among Peter Munk, P.M. Capital Inc. and Trizec Canada Inc. dated as of May 16, 2002 2. Warrant Agreement by and among Trizec Properties, Inc., Emerald Blue Kft, as the initial registered holder of warrants thereunder, and any subsequent registered holders of warrants thereunder dated as of April 25, 2002 3. Registration Rights Agreement by and among Trizec Properties, Inc., Trizec Canada Inc. and Emerald Blue Kft dated as of May 2, 2002 EX-1 3 ex1_051502.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated May 17, 2002 (the "Schedule 13D"), with respect to the common stock, par value $0.01 per share, of Trizec Properties, Inc. is, and any amendment executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and further agree that this agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 16th day of May, 2002. PETER MUNK /s/ Peter Munk ---------------------------------------- P.M. CAPITAL INC. By: /s/ Peter Munk ----------------------------------------- Name: Peter Munk Title: President TRIZEC CANADA INC. By: /s/ Peter Munk ----------------------------------------- Name: Peter Munk Title: President and Chairman < EX-2 4 ex2_051502.txt WARRANT AGREEMENT Exhibit 2 EXECUTION COPY WARRANT AGREEMENT THIS AGREEMENT is made and entered into as of April 25, 2002 by and between TRIZEC PROPERTIES, INC., a Delaware corporation (the "Company"), Emerald Blue Kft (the "Initial Registered Holder") and each person or entity who is a Registered Holder (as defined below) of Warrants as of any particular date. WHEREAS, the Company desires to issue warrants (the "Warrants") to purchase shares of Common Stock (the "Warrant Shares"); WHEREAS, the Company desires to set forth the terms and conditions relating to the issuance, registration, transfer, exchange and redemption of the Warrants, the issuance of certificates representing the Warrants (the "Warrant Certificates"), the exercise of the Warrants and the rights of the holders thereof; NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth and for the purpose of defining the terms and provisions of the Warrants and the Warrant Certificates and the respective rights and obligations thereunder of the Company and the Registered Holders, the parties hereto agree as follows: Section 1. Definitions. As used herein, the following terms shall have the following meanings, unless the context shall otherwise require: "Certificate of Incorporation" shall mean the certificate of incorporation of the Company, as amended, restated or otherwise modified from time to time. "Common Stock" shall mean the common stock of the Company, which at the date hereof consists of 500,000,000 authorized shares, $0.01 par value per share, and any securities into or for which such common stock has been converted or exchanged. "Company" shall have the meaning assigned to such term in the preamble hereof. "Corporate Office" shall mean the office of the Company at which at any particular time its principal business shall be administered, which office is located at the date hereof at 1114 Avenue of the Americas, 31st Floor, New York, New York 10036. "Deferral Notice" shall have the meaning assigned to such term in Section 9(d) hereof. "Deferral Period" shall have the meaning assigned to such term in Section 9(d) hereof. "Effectiveness Period" shall mean the period beginning on the date the Initial Shelf Registration Statement is declared effective and ending on the latest Warrant Expiration Date or such earlier date upon which all Warrant Shares have been issued and delivered upon the full exercise of all Warrants. "Exercise Date" shall mean, as to any Warrant, the date on which the Registered Holder thereof shall have both (a) presented and surrendered the Warrant Certificate representing such Warrant, with the exercise form on the reverse thereof duly executed by the Registered Holder thereof or his attorney-in-fact duly authorized in writing, at the Corporate Office of the Company, and (b) made payment in cash, or by check or immediately available funds payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Exercise Price; provided that such payment may at the option of such Registered Holder be alternatively made through a "cashless" exercise procedure as described in Section 4 hereof, in which case the Exercise Date shall be the date on which such Registered Holder shall have both satisfied the requirements of clause (a) above and provided notice to the Company, in form acceptable to the Company in its sole discretion, of such Registered Holder's election to exercise such Warrant pursuant to a "cashless" exercise procedure. "Exercise Price" with respect to each Warrant shall mean the Exercise Price per Warrant Share to be paid upon exercise of such Warrant in accordance with the terms hereof, which price shall initially equal the Exercise Price set forth in the Warrant Certificate representing such Warrant, subject to adjustment from time to time pursuant to the terms and provisions of Section 8 hereof. "Initial Exercise Date" shall mean the effective date of the plan of arrangement contemplated in the Plan Circular. "Initial Registered Holder" shall have the meaning assigned to such term in the preamble hereof. "Initial Shelf Registration Statement" shall have the meaning assigned to such term in Section 9(a) hereof. "Material Event" shall have the meaning assigned to such term in Section 9(d) hereof. "Plan Circular" shall mean the Trizec Hahn Corporation management information circular dated March 13, 2002 relating to, inter alia, the plan of arrangement to be approved by Trizec Hahn Corporation's shareholders and the Superior Court of Justice (Ontario) relating to the corporate reorganization of Trizec Hahn Corporation. "Principal Market" shall mean (a) if the Common Stock is listed or admitted to trading on the New York Stock Exchange, the New York Stock Exchange, (b) if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, but is listed or admitted to trading on The Nasdaq Stock Market, The Nasdaq Stock Market; or (c) if the Common Stock is not listed or admitted to trading on either of the New York Stock Exchange or The Nasdaq Stock Market, then such other securities exchange or over-the-counter market in the 2 United States, or national quotations system in the United States, on or over which the Common Stock trades, as the Company's board of directors may determine. "Prospectus" shall mean the prospectus included in any Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Shelf Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such prospectus. "Registered Holder" shall mean as to any Warrant and as of any particular date, the person in whose name the Warrant Certificate representing such Warrant shall be registered on that date on the books maintained by the Company pursuant to Section 6 hereof. "SEC" shall mean the U.S. Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. "Shelf Registration Statement" shall have the meaning assigned to such term in Section 9(a) hereof. "Subsequent Shelf Registration Statement" shall have the meaning assigned to such term in Section 9(b) hereof. "Trading Day" shall mean (a) if the Common Stock is listed or admitted to trading on a Principal Market, any day on which such Principal Market is open for the transaction of business; provided that the term "Trading Day" shall not include a day on which trading in the Common Stock on the Principal Market has been suspended; or (b) if the Common Stock is not listed or admitted to trading on a Principal Market, any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Transfer Agent" shall mean the Company or, if applicable, a third party stock transfer agent and registrar retained by the Company. "Warrant Certificate" shall have the meaning assigned to such term in the preamble hereof. "Warrant Expiration Date" with respect to each Warrant shall mean the Warrant Expiration Date as defined in the Warrant Certificate representing such Warrant. "Warrants" shall have the meaning assigned to such term in the preamble hereof. "Warrant Shares" shall have the meaning assigned to such term in the preamble hereof. 3 Section 2. Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8 hereof. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing Warrants initially issued in such amounts and with such terms as set forth in Schedule A hereto shall be delivered to the Initial Registered Holder on or before the Initial Exercise Date. (c) Upon the exercise of Warrants pursuant to Section 4 hereof the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein. (d) From time to time the Company shall sign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued under this Agreement except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6 hereof; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7 hereof; and (v) those issued by the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Exercise Price or the number of Warrant Shares purchasable upon exercise of the Warrants pursuant to Section 8 hereof. Section 3. Form and Execution of Warrant Certificates. (a) The Warrant Certificates shall be substantially in the form attached hereto as Exhibit A (the provisions of which are hereby incorporated herein) and may have such letters, numbers or other marks of identification or designation and such legends, summaries or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto. The Warrant Certificates shall be dated the date of issuance thereof (whether upon initial issuance, transfer, exchange or in lieu of mutilated, lost, stolen or destroyed Warrant Certificates) and issued in registered form. (b) Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, President, any Vice President, Corporate Secretary or Treasurer, by manual signatures or by facsimile signatures printed thereon. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be an officer of the Company or to hold the particular office referenced in the Warrant Certificate before the date of issuance of the Warrant Certificates, such Warrant Certificates may nevertheless be issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to be an officer of the Company or to hold such office. 4 Section 4. Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the applicable Warrant Expiration Date, upon (a) the presentation and surrender of the Warrant Certificate representing such Warrant, with the exercise form on the reverse thereof duly executed by the Registered Holder thereof or his attorney-in-fact duly authorized in writing, at the Corporate Office of the Company, and (b) payment in cash, or by check or immediately available funds payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Exercise Price (provided that such payment may at the option of the Registered Holder be alternatively made through a "cashless" exercise procedure, in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion, whereby a specified number of the Warrant Shares issued upon exercise of any Warrant shall be delivered directly to a broker or dealer designated by the Company for sale, the number of which is to sufficient to generate cash to pay the applicable Exercise Price and to satisfy any related withholding tax obligations), subject to the terms and conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the person entitled to receive the Warrant Shares deliverable upon such exercise shall be treated for all purposes as the holder thereof as of the close of business on the Exercise Date. The Company shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the Warrant Shares deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder) promptly following, and in any event within three (3) Trading Days after, the Exercise Date or such earlier time as may be required to permit the sale of such Warrant Shares on the Principal Market on the Trading Day following the Exercise Date and the settlement of such sale within the time period then prescribed by such Principal Market. Section 5. Reservation of Shares, Listing, Payment of Taxes, etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all Warrant Shares issuable upon exercise of Warrants shall, at the time of delivery, be duly and validly issued, fully paid, non-assessable and free from all taxes, liens and charges with respect to the issue thereof and that upon issuance such Warrant Shares shall be listed on the Principal Market. (b) The Company shall pay all documentary, stamp or similar taxes and other governmental charges, but not including any income tax or withholding tax, that may be imposed with respect to the initial issuance of Warrants or the issuance or delivery of the Warrant Shares; provided, however, that if the Warrant Shares are to be delivered in a name other than the name of the Registered Holder of the Warrant Certificate representing any Warrant being exercised, then no such delivery shall be made unless the person requesting the same has paid to the Company the amount of taxes, including transfer taxes, that may be imposed by any relevant governmental authority or charges incident thereto, if any. 5 Section 6. Exchange and Registration of Transfer. Subject to any restrictions on transfer contained in the Warrant Certificates: (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants of the same class and may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Company at its Corporate Office, and upon satisfaction of the terms and provisions hereof, the Company shall execute, issue and deliver in exchange therefor the Warrant Certificate or Warrant Certificates that the Registered Holder making the exchange shall be entitled to receive. The Registered Holder shall pay all taxes, including transfer taxes, if any, that may be imposed by a relevant governmental authority, for any transfer of Warrant Certificates. (b) The Company shall keep at its office registry books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof in accordance with its regular practice. The Warrants shall be transferable only on such registry books of the Company. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute, issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. (c) With respect to all Warrant Certificates presented for registration, transfer, exchange or exercise, the assignment or subscription form thereof shall be duly endorsed, or be accompanied by a written instrument or instruments of transfer and subscription, in form satisfactory to the Company, duly executed by the Registered Holder or his attorney-in-fact duly authorized in writing. (d) All Warrant Certificates surrendered for exercise or for exchange in case of mutilated Warrant Certificates shall be promptly canceled by the Company and thereafter retained by the Company until termination of this Agreement. (e) Prior to due presentment for registration of transfer thereof, the Company may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof and of the Warrants represented thereby (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the Company) for all purposes, except as provided in Section 7 hereof, and shall not be affected by any notice to the contrary. Section 7. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to it of the ownership of and loss, theft, destruction or mutilation of any Warrant Certificate and (in case of loss, theft or destruction) of indemnity satisfactory to it, and (in the case of mutilation) upon surrender and cancellation thereof, the Company shall execute (in the absence of notice to the Company that the Warrant Certificate has been acquired by a bona fide purchaser) and deliver to the Registered Holder in lieu thereof a new Warrant Certificate of like tenor representing an equal aggregate number of Warrants. Applicants for a substitute Warrant Certificate shall comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe. 6 Section 8. Adjustments. In the event of any change in the outstanding Common Stock by reason of a dividend or stock split, recapitalization, reorganization, merger, consolidation, combination, exchange of shares or otherwise or any other event that may dilute or enlarge the rights of the Registered Holders with respect to (i) the number of Warrant Shares issuable upon exercise of each outstanding Warrant or (ii) the Exercise Prices in respect thereof, then (a) such proportionate adjustments or substitutions shall be made as may be necessary (in the form determined by the Company's board of directors in consultation with legal counsel) to prevent dilution or enlargement of the rights of the Registered Holders with respect to any of the matters described in clause (i) and (ii) above, and (b) the Company's board of directors may make such other adjustments or substitutions, consistent with the foregoing, as it deems appropriate in consultation with legal counsel. The determination of the Company's board of directors, as to any substitution or adjustment or as to there being no need for the same, will be final and binding on all parties. To the extent practicable, the Company shall provide prompt notice to all Registered Holders of any event that may make an adjustment or substitution necessary or appropriate pursuant to this Section 8, unless such event occurs during a Deferral Period, in which case the Company shall provide prompt notice of such event to all Registered Holders after the termination of the Deferral Period. Section 9. Registration of Common Stock. (a) The Company shall have prepared and filed or caused to be prepared and filed with the SEC a registration statement of the Company for a primary offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the issuance of the Warrant Shares by the Company upon the exercise of Warrants (a "Shelf Registration Statement"), which Shelf Registration Statement shall have been declared effective under the Securities Act on or prior to the Initial Exercise Date (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-11 or another appropriate form permitting registration of the Warrant Shares for sale to the Registered Holders in accordance with the methods of distribution reasonably elected by the Company and set forth in the Initial Shelf Registration Statement. The Company shall keep the Initial Shelf Registration Statement, or any Subsequent Shelf Registration Statement, continuously effective under the Securities Act until the expiration of the Effectiveness Period. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder have been sold pursuant thereto), the Company shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are to be issued as Warrant Shares upon the exercise of the Warrants (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing and to keep such Subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period. 7 (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act. (d) In connection with the registration obligations of the Company under this Section 9, the Company shall: (i) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective until the end of the Effectiveness Period; cause the related Prospectus to be supplemented by any required supplement thereto, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the issuance of all securities covered by such Shelf Registration Statement during the Effectiveness Period. (ii) Use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Warrant Shares for sale in any jurisdiction in which they have been qualified for sale, in either case as promptly as is reasonably practicable. (iii) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of a Shelf Registration Statement or the initiation of proceedings with respect to a Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which a Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (including, in any such case, as a result of the non-availability of financial statements), or (C) the occurrence or existence of any corporate development that, in the discretion of the Company acting reasonably, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, (1) in the case of clause (B) above, subject to the next sentence, as promptly as practicable prepare and file a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use reasonable efforts to cause it to be declared 8 effective as promptly as is reasonably practicable, and (2) give notice to the Registered Holders that the availability of the Shelf Registration Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each Registered Holder agrees not to exercise its Warrants until it is advised in writing by Company that the Deferral Period (as defined below) has terminated. The Company will use reasonable efforts to ensure that its use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, public disclosure of such Material Event would not be prejudicial to the Company or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter, and (z) in the case of clause (C) above, as soon as, in the discretion of the Company acting reasonably, such suspension is no longer necessary. The period during which the availability of the Shelf Registration Statement and any Prospectus is suspended (the "Deferral Period") shall not exceed forty-five (45) days in any three (3) month period or one hundred and twenty (120) days in any twelve (12) month period. (iv) Concurrently with the effectiveness of any Shelf Registration Statement filed by the Company with respect to the Warrant Shares, the Company shall have obtained or obtain the approval for listing or trading of such securities on the Principal Market. Section 10. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under Section 9 hereof. Such fees and expenses shall include, without limitation, (i) all registration and filing fees, (ii) printing expenses including, without limitation, expenses of printing certificates for Warrant Shares, (iii) duplication expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Registered Holders hereunder, (iv) fees and disbursements of counsel for the Company in connection with the Shelf Registration Statement, and (v) reasonable fees and disbursements of the registrar and transfer agent for the Common Stock. In addition, the Company shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Warrant Shares on the Principal Market and the fees and expenses of any person, including special experts, retained by the Company. Section 11. Fractional Shares. No fractional shares of Warrant Shares will be issued in connection with any exercise hereunder, but in lieu of such fractional Warrant Shares the Company shall make a cash payment therefor upon the basis of the then current market price of such Warrant Shares as determined in good faith by the Company's board of directors. Section 12. Registered Holders Not Deemed Stockholders. No Registered Holder shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon any Registered Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or 9 reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Registered Holder shall have exercised its Warrants and been issued Warrant Shares in accordance with the provisions hereof. Section 13. Agreement of Registered Holders. Every Registered Holder, by the acceptance of a Warrant, consents and agrees with the Company, and every other Registered Holder that: (a) every Registered Holder shall be a party to this Warrant Agreement and shall be bound by all of the terms and conditions hereof and of the Warrant Certificates; and (b) every Registered Holder who is a U.S. taxpayer and who receives Warrants in a taxable transaction upon which compensation income is realized for U.S. federal income tax purposes shall include such compensation income on such Registered Holder's U.S. federal income tax return and on any applicable State or local returns for the taxable period including such receipt in an amount equal to the value of such Warrants as reported to such Registered Holder by the Company. Section 14. Cancellation of Warrant Certificates. If the Company shall purchase or acquire any Warrant or Warrants, a Warrant Certificate or Warrant Certificates evidencing the same shall thereupon be delivered to the Company and canceled by it and retired. The Company shall also cancel any Warrant Certificate following the exercise of any of the Warrants, or any Warrant Certificate delivered to it for transfer, split up, combination or exchange. Section 15. Modification of Agreement. This Agreement shall not be modified, supplemented or altered in any respect except with the consent in writing of the Company and the Registered Holders; provided, however, that the Company shall be permitted without the consent of the Registered Holders to modify, supplement or alter this Agreement: (a) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement, provided that such action shall not materially adversely affect the interests of Registered Holders; (b) to comply with the Securities Act or any amendments thereto, to comply with any requirement of the SEC, or as necessary in connection with the registration of the Warrant Shares under the Securities Act; or (c) for any other purpose, which change does not adversely affect the interests of Registered Holders. Section 16. Notices. All notices, requests, consents and other communications hereunder shall be made in writing by hand-delivery, first-class mail, any courier guaranteeing overnight delivery, or facsimile transmission, addressed as follows: if to a Registered Holder at his or her address as shown on the registry books maintained by the Company, or if to the Company, to Trizec Properties, Inc., 1114 Avenue of the Americas, 31st Floor, New York, New 10 York 10036, Attention: General Counsel, Facsimile No.: (212) 382-9359, or such other address of which Trizec Properties, Inc. notifies Registered Holders. All such notices shall be deemed to have been duly given: at the time of delivery, if delivered by hand; five business days after being deposited in the mail, postage prepaid, if delivered by first-class mail; on the next business day if timely delivered to a courier guaranteeing overnight delivery; and if by facsimile transmission, at the time such facsimile transmission is sent, provided that if the facsimile transmission is sent after the close of a business day or on a day that is not a business day, the notice shall be deemed to have been duly given on the next business day. Section 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. Section 18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Registered Holders, and their respective successors and assigns. Nothing in this Agreement is intended or shall be construed to confer upon any other person any right, remedy or claim, in equity or at law, or to impose upon any other person any duty, liability or obligation. Section 19. Termination. This Agreement shall terminate at the close of business on the third Trading Day following the latest Warrant Expiration Date or such earlier date upon which all Warrant Shares have been issued and delivered upon the full exercise of all Warrants. 11 IN WITNESS WHEREOF, the Company and the undersigned Initial Registered Holder have caused this Agreement to be duly executed as of the date first above written. TRIZEC PROPERTIES, INC. By: /s/ Gregory F. Hanson -------------------------------- Name: Gregory F. Hanson Title: Executive Vice President and Chief Financial Officer INITIAL REGISTERED HOLDER: EMERALD BLUE KFT By: /s/ Derek O'Reilly -------------------------------- Name: Derek O'Reilly Title: Managing Director 12 EXHIBIT A FORM OF WARRANT CERTIFICATE No. EXPIRATION DATE: ------ ---------- [________] WARRANTS FOR THE PURCHASE OF COMMON STOCK, PAR VALUE $0.01, OF TRIZEC PROPERTIES, INC. THIS CERTIFIES THAT: FOR VALUE RECEIVED __________________________________________ or registered assigns (the "Registered Holder") is the owner of ___________________ Warrants ("Warrants") to purchase Common Stock. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the warrant agreement dated [_________], 2002 and executed by Trizec Properties, Inc. (the "Company") and the Initial Registered Holder (the "Warrant Agreement"), and agreed to by each Registered Holder. Terms not defined herein shall have the meanings assigned to them in the Warrant Agreement. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Warrant Certificate and the Warrant Agreement, one fully paid and non-assessable share of Common Stock, $0.01 par value per share ("Common Stock"), of the Company, at any time on or after the Initial Exercise Date but not after the Warrant Expiration Date (as defined on the reverse hereof), upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed by the Registered Holder or his attorney-in-fact duly authorized in writing, at the Corporate Office of the Company, accompanied by payment of $_____ per share of Common Stock (the "Exercise Price"), subject to adjustment from time to time pursuant to the terms and provisions the Warrant Agreement in lawful money of the United States of America in cash or by check or immediately available funds payable to TRIZEC PROPERTIES, INC.; provided that such payment may at the option of the Registered Holder be alternatively made through a "cashless" exercise procedure, in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion, whereby a specified number of the Warrant Shares issued upon exercise of any Warrant shall be delivered directly to a broker or dealer designated by the Company for sale, the number of which is to sufficient to generate cash to pay the Exercise Price and to satisfy any related withholding tax obligations. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or in facsimile by its officer thereunto duly authorized. Date: TRIZEC PROPERTIES, INC. -------, ----- By: ------------------------- Authorized Signatory A-1 CERTAIN TERMS GOVERNING THE WARRANTS In the event of certain contingencies provided for in the Warrant Agreement, the Exercise Price and/or the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby ("Warrant Shares") are subject to modification or adjustment. The term "Warrant Expiration Date" shall mean 5:00 p.m. (New York time) on the Expiration Date set forth on the face hereof, or such earlier date as all Warrants evidenced by this Warrant Certificate shall be exercised; provided that if such date shall in the State of New York be a holiday or a day on which banks are authorized or required to close, then 5:00 p.m. (New York time) on the next following day which in the State of New York is not a holiday or a day on which banks are authorized or required to close; provided further that if such date shall fall on a date on which a Shelf Registration Statement is not effective, then 5:00 p.m. ten (10) days following the date on which a Shelf Registration Statement first becomes effective. Each Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional Warrant Shares will be issued. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor for the balance of such Warrants, all as required by the Warrant Agreement. Prior to due presentment for registration of transfer hereof, the Company may deem and treat the Registered Holder as the absolute owner hereof and of each Warrant represented hereby (notwithstanding any notations of ownership or writing hereon made by anyone other than a duly authorized officer of the Company) for all purposes, except as provided in the Warrant Agreement, and shall not be affected by any notice to the contrary. This Warrant Certificate shall be transferable only on the registry books of the Company and only if this Warrant Certificate is presented at the office of the Company with the assignment form hereof duly endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Registered Holder or his attorney-in-fact duly authorized in writing together with payment of any applicable taxes, including transfer taxes, if any, that may be imposed by a relevant governmental authority. Upon due presentment for registration of transfer of this Warrant Certificate at such office, the Company shall execute, issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. Prior to the exercise of any Warrant represented hereby, the Registered Holder shall not be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote or to receive dividends or other distributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. SUBSCRIPTION FORM (To Be Executed by the Registered Holder in Order to Exercise Warrants) THE UNDERSIGNED REGISTERED HOLDER hereby elects to exercise ________ Warrants of TRIZEC PROPERTIES, INC. represented by this Warrant Certificate, and to purchase the securities issuable upon the exercise of such Warrants, and requests that certificates for such securities shall be issued in the name of: ______________________________________________________ whose Social Insurance or Social Security Number or other identifying number is: ________________________ and be delivered to:___________________________________________________________ (please print or type name and address) and if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered the Holder at the following address:_______________________________________________ (please print or type name and address) Social Insurance or Social Security Number or other identifying number: __________________________________ Date:__________________________ Signature:__________________________ ASSIGNMENT FORM (To Be Executed by the Registered Holder in Order to Assign Warrants) FOR VALUE RECEIVED, the Undersigned Registered Holder hereby sells, assigns and transfers unto _______________________________________________________whose Social Insurance or Social Security Number or other identifying number is: ________________________________________________________ and whose address is: ________________________________________________________________________________ (please print or type name and address) the following number of the Warrants represented by this Warrant Certificate: ___________________, and hereby irrevocably constitutes and appoints ___________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Social Insurance or Social Security Number or other identifying number:_________ Date:__________________________ Signature:__________________________ SIGNATURE GUARANTEED __________________________ (The signature must be guaranteed by an Eligible Institution, except that no guarantee is required if the signature is that of an Eligible Institution) A-2 SCHEDULE A TERMS OF WARRANTS AND WARRANT CERTIFICATES
- ---------------------------------------------------------------------------------------------------------------------- Warrant Certificate No. Reference TZH Number of Warrants Exercise Price* Expiration Date Option Holder - ---------------------------------------------------------------------------------------------------------------------- 1 Ballon 35,000 23.50 10/31/02 2 Ballon 25,000 35.05 10/31/02 3 Ballon 10,000 34.50 10/31/02 4 Beck 6,250 22.85 11/01/07 5 Birchall 25,000 24.29 03/20/08 6 Birchall 100,000 28.85 12/11/03 7 Birchall 250,000 18.75 12/06/02 8 Birchall 150,000 20.50 01/06/04 9 Blair 33,581 18.25 02/28/04 10 Bradley 50,000 23.50 06/30/04 11 Bradley 50,000 24.40 06/30/04 12 Bradley 50,000 28.85 12/11/03 13 Bradley 13,000 18.75 12/06/02 14 Bradley 87,000 19.13 06/30/04 15 Campbell, R. 25,000 23.50 12/31/03 16 Campbell, R. 150,000 29.75 12/31/03 17 Carr 50,000 32.25 12/16/02 18 Carr 10,000 34.50 12/16/02 19 Carr 40,000 28.85 12/16/02 20 Cecconi 5,000 23.50 05/08/03 21 Chapin 25,000 23.50 06/30/04 22 Chapin 75,000 20.85 06/30/04 23 Chapin 60,000 35.05 06/30/04 24 Cheung 5,000 23.50 05/08/03 25 Chivers 15,000 23.50 06/30/03 26 Chivers 30,000 34.50 06/30/03 27 DeFreitas 5,000 23.50 05/08/03 28 Farrell 3,750 32.00 06/30/03 29 Favit 25,000 23.50 06/30/04 30 Favit 56,250 20.85 06/30/04 31 Favit 25,000 34.50 06/30/04 32 Favit 54,700 28.85 12/11/03 33 Fennessy 20,000 18.75 12/06/02 34 Forsyth 1,250 23.50 12/01/07 35 Gallagher 2,500 23.50 12/01/07 36 George 3,750 32.00 06/30/03 37 Gilmore 2,500 23.50 12/01/07 38 Haq 3,750 32.00 06/30/03 39 Hawie 2,600 18.75 12/06/02 40 Heron 2,500 18.75 12/06/02 41 Howard 100,000 22.75 03/31/03
* Except for Certificate Nos. 128 and 164, Exercise Prices are expressed in Canadian dollars and will automatically be converted into U.S. dollars based on the exchange rate for these currencies on the close of business on the business day immediately preceding the Initial Exercise Date. S-1
- ---------------------------------------------------------------------------------------------------------------------- Warrant Certificate No. Reference TZH Number of Warrants Exercise Price* Expiration Date Option Holder - ---------------------------------------------------------------------------------------------------------------------- 42 Howard 50,000 28.35 03/31/03 43 Howard 50,000 32.25 03/31/03 44 Joa 1,250 23.50 12/01/07 45 Jupp 5,000 23.50 05/08/03 46 Kelly 75,000 30.90 12/31/02 47 Laplante 10,000 23.50 06/30/03 48 Laplante 10,000 34.50 06/30/03 49 Lau 5,000 23.50 05/08/03 50 L'Heureux 102,000 28.85 12/11/03 51 Lloyd, A. 25,000 30.90 05/31/02 52 Lloyd, A. 25,000 34.50 05/31/02 53 Lloyd, A. 21,000 28.85 05/31/02 54 Lloyd, R. 200,000 29.75 06/08/02 55 McDorman 2,000 23.50 12/01/07 56 McDorman 5,000 34.50 10/28/04 57 McFarlane 10,000 23.50 05/31/03 58 McFarlane 10,000 34.50 05/31/03 59 McGovern 1,250 23.50 06/30/02 60 McNeill 1,900 18.75 12/06/02 61 Migliore 1,250 25.60 06/30/03 62 Migliore 3,750 32.00 06/30/03 63 Morsink 50,000 23.50 06/30/03 64 Morsink 250,000 25.40 06/30/03 65 Mulroney 6,250 22.85 11/01/07 66 Mulroney 200,000 35.80 11/07/04 67 Mulroney 25,000 18.00 11/08/03 68 Munk, P. 100,000 23.75 12/21/07 69 Munk, P. 250,000 24.40 12/06/06 70 Munk, P. 1,000,000 15.625 07/22/03 71 Popatia 2,700 20.50 05/08/03 72 Pulver 10,000 22.75 06/30/02 73 Purves 50,000 34.50 10/28/04 74 Purves 31,500 28.85 12/11/03 75 Ranger 7,500 23.50 12/01/07 76 Ranger 15,000 30.90 12/08/05 77 Ranger 10,000 34.50 10/28/04 78 Robinson 3,750 32.00 06/30/03 79 Rotman 6,250 22.75 10/31/07 80 Rotman 150,000 15.00 09/23/03 81 Rufrano 6,250 22.85 11/01/07 82 Ryall 10,000 23.50 05/08/03 83 Satchu 10,000 23.50 05/08/03 84 Sidebottom 200,000 30.35 12/31/02 85 Sidebottom 100,000 18.25 12/31/02 86 Sidebottom 100,000 18.13 12/31/02 87 Stirling 50,000 22.75 10/31/03 88 Sullivan, G. 7,000 23.50 01/31/03 89 Sullivan, G. 13,936 24.40 01/31/03
* Except for Certificate Nos. 128 and 164, Exercise Prices are expressed in Canadian dollars and will automatically be converted into U.S. dollars based on the exchange rate for these currencies on the close of business on the business day immediately preceding the Initial Exercise Date. S-2
- ---------------------------------------------------------------------------------------------------------------------- Warrant Certificate No. Reference TZH Number of Warrants Exercise Price* Expiration Date Option Holder - ---------------------------------------------------------------------------------------------------------------------- 90 Thomson, R. 6,250 22.75 10/31/07 91 Tompkins 1,250 25.60 06/30/03 92 Tompkins 3,750 32.00 06/30/03 93 Verkaik 1,250 23.50 06/30/02 94 Watchorn 300,000 30.90 08/16/03 95 Welbourn 30,000 24.40 04/30/03 96 Welbourn 20,000 20.90 04/30/03 97 Welbourn 29,700 34.50 04/30/03 98 Welbourn 20,000 28.85 04/30/03 99 Wickham 25,000 23.50 04/30/03 100 Wickham 25,000 34.50 04/30/03 101 Wickham 25,000 28.85 04/30/03 102 Wilkins 100,000 23.75 12/21/07 103 Wilkins 250,000 24.40 12/06/06 104 Wilkins 150,000 34.50 10/28/04 105 Wilkins 150,000 28.85 12/11/03 106 Wilkins 100,000 18.75 12/06/02 107 Wilkins 211,000 15.00 09/23/03 108 Wrong 10,000 23.50 05/08/03 109 Beck 12,000 25.10 10/31/08 110 Beck 12,000 26.60 10/31/08 111 Beck 12,000 28.10 10/31/08 112 Beck 18,750 22.85 11/01/07 113 Birchall 75,000 24.29 03/20/08 114 Cecconi 3,000 25.62 01/09/09 115 Cecconi 3,000 27.12 01/09/09 116 Cecconi 3,000 28.62 01/09/09 117 Craig 12,000 25.10 05/08/03 118 Craig 12,000 26.60 05/08/03 119 Craig 12,000 28.10 05/08/03 120 Craig 75,000 22.75 05/08/03 121 Farrell 1,250 32.00 02/08/06 122 George 1,250 32.00 02/08/06 123 Hanson 100,000 25.46 05/11/08 124 Haq 1,250 32.00 02/08/06 125 Jones, N. 2,000 27.60 09/24/08 126 Jones, N. 2,000 29.10 09/24/08 127 Jones, N. 2,000 30.60 09/24/08 128 Mackenzie, C. 175,000 USD 14.87 12/31/07 129 Migliore 3,750 25.60 07/26/07 130 Migliore 1,250 32.00 02/08/06 131 Mulroney 6,000 25.10 10/31/08 132 Mulroney 3,125 22.85 11/01/07 133 Munk, A. 12,000 25.10 10/31/08 134 Munk, A. 12,000 26.60 10/31/08 135 Munk, A. 12,000 28.10 10/31/08 136 Munk, A. 25,000 22.75 10/31/07 137 Munk, P. 300,000 23.75 12/21/07
* Except for Certificate Nos. 128 and 164, Exercise Prices are expressed in Canadian dollars and will automatically be converted into U.S. dollars based on the exchange rate for these currencies on the close of business on the business day immediately preceding the Initial Exercise Date. S-3
- ---------------------------------------------------------------------------------------------------------------------- Warrant Certificate No. Reference TZH Number of Warrants Exercise Price* Expiration Date Option Holder - ---------------------------------------------------------------------------------------------------------------------- 138 Munk, P. 250,000 24.40 12/06/06 139 Robinson 1,250 32.00 02/08/06 140 Rotman 12,000 25.10 10/31/08 141 Rotman 12,000 26.60 10/31/08 142 Rotman 12,000 28.10 10/31/08 143 Rotman 18,750 22.75 10/31/07 144 Rufrano 6,000 25.10 10/31/08 145 Rufrano 3,125 22.85 11/01/07 146 Ryall 3,000 25.62 01/09/09 147 Ryall 3,000 27.12 01/09/09 148 Ryall 3,000 28.62 01/09/09 149 Sigurdson 20,000 15.63 07/21/03 150 Steets 44,611 23.50 01/31/04 151 Steets 87,650 23.40 01/31/04 152 Steets 202,860 28.85 12/11/03 153 Sullivan, G. 96,057 34.50 01/31/03 154 Sullivan, G. 124,539 28.85 01/31/03 155 Thomson, R. 6,000 25.10 10/31/08 156 Thomson, R. 3,125 22.75 10/31/07 157 Tompkins 3,750 25.60 07/26/07 158 Tompkins 1,250 32.00 02/08/06 159 Tresham 4,167 24.40 12/06/06 160 Tresham 7,500 28.85 12/11/03 161 Tresham 1,042 28.85 12/11/03 162 Fabro 10,000 25.46 05/11/08 163 Fabro 5,000 23.50 12/01/07 164 Mackenzie, C. 500,000 USD 14.87 12/31/07 Total Warrants 8,772,418
* Except for Certificate Nos. 128 and 164, Exercise Prices are expressed in Canadian dollars and will automatically be converted into U.S. dollars based on the exchange rate for these currencies on the close of business on the business day immediately preceding the Initial Exercise Date. S-4 EX-3 5 ex3_051502.txt REGISTRATION RIGHTS AGREEMENT Exhibit 3 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 2, 2002 by and between Trizec Properties, Inc., a Delaware corporation (the "Company"), Trizec Canada Inc., a company incorporated under the Canada Business Corporations Act ("TCI"), and Emerald Blue Kft, a company existing under the laws of Hungary ("Trizec Hungary"). Pursuant to the Arrangement Agreement (as defined herein), the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of all Holders (as defined herein). In consideration of the foregoing, the parties hereto agree as follows: Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to any specified person, an "affiliate," as defined in Rule 144, of such person. "Arrangement Agreement" means the agreement entered into by and among the Company, TCI, TrizecHahn Corporation and 4007069 Canada Inc., dated as of March 8, 2002, governing the terms of a plan of arrangement involving such corporations and the shareholders of TrizecHahn Corporation. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. "Class F Conversion Event" means any circumstance or event that, pursuant to the terms of the Company's certificate of incorporation, entitles a Holder to convert one or more shares of the Company's Class F convertible preferred stock into one or more shares of Common Stock. "Class F Conversion Stock" means the Common Stock and any securities into or for which the Common Stock has been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event that may be disposed of by a Holder thereof in connection with a Class F Conversion Event. "Common Stock" means the common stock of the Company, par value $0.01 per share, held by a Holder. "Deferral Notice" has the meaning specified in Section 5(i) hereof. "Deferral Period" has the meaning specified in Section 5(i) hereof. "Demand Stock" means the Common Stock and any securities into or for which the Common Stock has been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event that may be disposed of by a Holder for any reason. "Effectiveness Period" means (i) for the purpose of a Shelf Registration Statement filed pursuant to Section 2 hereof, the period beginning on the date that the Initial Shelf Registration Statement is declared effective and ending on the earliest of (A) the date on which TCI shareholders may no longer elect to have their TCI shares redeemed, (B) the date on which all TCI Redemption Stock has been disposed of, and (C) the date on which all Holders of TCI Redemption Stock may, pursuant to Rule 144(k) under the Securities Act, sell such stock without regard to paragraphs (c), (e), (f) and (h) of such rule; (ii) for the purpose of a Resale Registration Statement filed pursuant to Section 3 hereof, the period beginning on the date that the applicable Resale Registration Statement is declared effective and ending on the date that any sale of Registrable Securities under such Resale Registration Statement occurs; and (iii) for the purpose of a Resale Shelf Registration Statement filed pursuant to Section 4 hereof, the period beginning on the date that the Initial Resale Shelf Registration Statement is declared effective and ending on the later of the date that (A) the date on which no Holder owns shares of Class F convertible preferred stock that, pursuant to the terms of the Company's certificate of incorporation, may be converted into Common Stock, and (B) the date on which all Holders of Demand Stock may, pursuant to Rule 144(k) under the Securities Act, sell such stock without regard to paragraphs (c), (e), (f) and (h) of such rule. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. "Form S-3" means Form S-3 under the Securities Act. "Form S-11" means Form S-11 under the Securities Act. "Holder" means TCI, any of its direct subsidiaries or any of its indirect subsidiaries, for so long as any of the foregoing holds Registrable Securities. "Initial Resale Shelf Registration Statement" has the meaning specified in Section 4(a) hereof. "Initial Shelf Registration Statement" has the meaning specified in Section 2(a) hereof. "Material Event" has the meaning specified in Section 5(i) hereof. "Notice Holder" means with respect to any Registration Statement on any date, any Holder that has delivered a Registration Notice relating to such Registration Statement or is otherwise included as a selling stockholder in such Registration Statement. 2 "person" shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. "Plan of Arrangement" means the plan of arrangement that is included as Appendix I to the Arrangement Agreement. "Pledge Registration Rights Agreement" has the meaning specified in Section 11(a) hereof. "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus. "Registrable Securities" means the TCI Redemption Stock, Class F Conversion Stock and Demand Stock. "Registration Expenses" has the meaning specified in Section 7 hereof. "Registration Notice" means with respect to a Registration Statement, a written notice delivered by a Holder to the Company that requests the Company to include such Holder as a selling stockholder in the Prospectus relating to such Registration Statement and that contains substantially the information required by Section 6(b) hereof. "Registration Statement" means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. "Resale Registration Statement" has the meaning specified in Section 3(a) hereof. "Resale Shelf Registration Statement" has the meaning specified in Section 4(a) hereof. "Restricted Securities" has the meaning assigned to that term in Rule 144. "Rule 144" means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. "Rule 144A" means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. "SEC" means the U.S. Securities and Exchange Commission and any successor agency. 3 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. "Shelf Registration Statement" has the meaning specified in Section 2(a) hereof. "Subsequent Shelf Registration Statement" has the meaning specified in Section 2(b) hereof. "Subsequent Resale Registration Statement" has the meaning specified in Section 3(b) hereof. "Subsequent Resale Shelf Registration Statement" has the meaning specified in Section 4(b) hereof. "TCI Redemption" means a redemption of any of the subordinate voting shares or multiple voting shares of TCI made at the option of the holder of such shares. "TCI Redemption Stock" means the Common Stock and any securities into or for which the Common Stock has been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event that may be disposed of by a Holder thereof in connection with a TCI Redemption. Section 2. Shelf Registration Rights for TCI Redemption Stock. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC a Registration Statement for an offering to be made from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") by the Holders of all TCI Redemption Stock (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-11 or another appropriate form permitting registration pursuant to the Securities Act of such TCI Redemption Stock for resale by the Holders thereof in accordance with the methods of distribution elected by such Holders and set forth in the Initial Shelf Registration Statement. The Company shall use reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event prior to the effective date of the Plan of Arrangement, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no Holder shall be entitled to have the TCI Redemption Stock held by it covered by a Shelf Registration Statement unless such Holder shall have provided a Registration Notice in accordance with Section 2(d) hereof and is in compliance with Section 5 hereof. None of the Company's security holders (other than Holders of TCI Redemption Stock) shall have the right to include any of the Company's securities in a Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be TCI Redemption Stock), the Company shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness 4 thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing constitute TCI Redemption Stock (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing (or, if filed during a Deferral Period, after the expiration of such Deferral Period) and to keep such Subsequent Shelf Registration Statement continuously effective until the end of the applicable Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Holders of TCI Redemption Stock covered by such Shelf Registration Statement. (d) If any Holder wishes to sell TCI Redemption Stock pursuant to a Shelf Registration Statement and related Prospectus under this Section 2, it shall (x) deliver a Registration Notice to the Company at least one (1) Business Day prior to any intended distribution of TCI Redemption Stock under such Shelf Registration Statement, and (y) sell any such TCI Redemption Stock only in accordance with this Section 2(d) and Section 5(i) hereof. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, (i)(A) as promptly as is practicable after the date a Registration Notice is delivered, but in any event within one (1) Business Day after such date, prepare and, if required by applicable federal securities law, file with the SEC a supplement to the related Prospectus or, if required by applicable federal securities law, file a post-effective amendment to the Shelf Registration Statement or an amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Registration Notice is named as a selling security holder in the Shelf Registration Statement or the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of TCI Redemption Stock in accordance with applicable law (other than laws not generally applicable to all Holders wishing to sell TCI Redemption Stock pursuant to the Shelf Registration Statement and related Prospectus), and (B) if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i) hereof; and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i) hereof; provided that if such Registration Notice is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Registration Notice and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 5(i), provided further that if under applicable law the Company has more than one option as to the type or manner of making any such filing, as set forth in an opinion of a nationally recognized counsel experienced in such matters delivered by the Holder to the Company, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of 5 TCI Redemption Stock. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder of TCI Redemption Stock that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder of TCI Redemption Stock that becomes a Notice Holder pursuant to the provisions of this Section 2(d) (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). Section 3. Non-Shelf Registration Rights for Class F Conversion Stock and Demand Stock. (a) Until such time as an Initial Resale Shelf Registration Statement has been filed with and declared effective by the SEC in accordance with Section 4 hereof, the Company shall prepare and file or cause to be prepared and filed with the SEC one or more Registration Statements registering the resale by Holders thereof of all Class F Conversion Stock or Demand Stock (each a "Resale Registration Statement") promptly upon, and in any event no later than ten (10) days after, receipt by the Company of a Registration Notice delivered by a Holder of Class F Conversion Stock or Demand Stock in accordance with Section 3(d) hereof; provided that, if upon the Company's receipt of any such Registration Notice from any such Holder of Class F Conversion Stock or Demand Stock, the Company has previously filed or caused to be filed with the SEC a Resale Registration Statement pursuant to the prior receipt of one or more Registration Notices, and at such time (i) such Resale Registration Statement has not yet been declared effective by the SEC, then the Company shall file a pre-effective amendment to such Resale Registration Statement in order to name such Holder as a selling security holder therein, or (ii) such Resale Registration Statement has been declared effective by the SEC but no Registrable Securities registered thereunder have been sold pursuant thereto, then the Company shall file a post-effective amendment to such Resale Registration Statement in order to name such Holder as a selling security holder therein, but only upon the prior written consent of TCI, which will not be unreasonably withheld. A Resale Registration Statement shall be on Form S-11 or another appropriate form permitting registration pursuant to the Securities Act of such Class F Conversion Stock or Demand Stock for resale by the Holders thereof in accordance with the methods of distribution elected by such Holders and set forth in the Resale Registration Statement. The Company shall use reasonable efforts to cause each Resale Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is sixty (60) days following the initial filing of such Resale Registration Statement, and to keep the Resale Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no Holder shall be entitled to have the Class F Conversion Stock or Demand Stock held by it covered by a Resale Registration Statement unless such Holder shall have provided a Registration Notice in accordance with Section 3(d) hereof and is in compliance with Section 5 hereof. None of the Company's security holders (other than Holders of Class F Conversion Stock or Demand Stock) shall have the right to include any of the Company's securities in a Resale Registration Statement. (b) If a Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the applicable Effectiveness 6 Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Class F Conversion Stock or Demand Stock), the Company shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend such Resale Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing constitute Class F Conversion Stock or Demand Stock (a "Subsequent Resale Registration Statement"). If a Subsequent Resale Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is practicable after such filing (or, if filed during a Deferral Period, after the expiration of such Deferral Period) and to keep such Subsequent Resale Registration Statement effective until the end of the applicable Effectiveness Period. (c) The Company shall supplement and amend a Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Resale Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Holders of Class F Conversion Stock or Demand Stock covered by such Resale Registration Statement. (d) If any Holder wishes to sell Class F Conversion Stock or Demand Stock pursuant to a Resale Registration Statement and related Prospectus under this Section 3, it shall (x) deliver to the Company a Registration Notice, and (y) sell any such Class F Conversion Stock or Demand Stock only in accordance with this Section 3(d) and Section 5(i) hereof. Upon receipt of a Registration Notice from a Holder in accordance with the foregoing sentence, the Company shall (i) name such Holder as a selling security holder in a Resale Registration Statement filed with the SEC in accordance with Section 3(a) hereof; (ii) provide such Holder copies of such Resale Registration Statement (and any amendments thereto) promptly after filing thereof; and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of such Resale Registration Statement. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder of Class F Conversion Stock or Demand Stock that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder of Class F Conversion Stock or Demand Stock that becomes a Notice Holder pursuant to the provisions of this Section 3(d) (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 3(d). Section 4. Shelf Registration Rights for Class F Conversion Stock and Demand Stock. (a) Promptly after, and in any event no later than thirty (30) days after, (x) the Company meets the "Registrant Requirement" of Form S-3 and (y) a proposed resale of Class F Conversion Stock or Demand Stock by the Holders thereof would meet the "Transaction Requirement" of Form S-3, the Company shall prepare and file or cause to be prepared and filed 7 with the SEC a Registration Statement on Form S-3 registering the resale, from time to time on a delayed basis pursuant to Rule 415 under the Securities Act (a "Resale Shelf Registration Statement"), of Class F Conversion Stock and Demand Stock by the Holders thereof (the "Initial Resale Shelf Registration Statement"). The Company shall use reasonable efforts to cause the Initial Resale Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is sixty (60) days following the initial filing thereof with the SEC, and to keep the Initial Resale Shelf Registration Statement (or any Subsequent Resale Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no Holder shall be entitled to have the Class F Conversion Stock or Demand Stock held by it covered by such Resale Shelf Registration Statement unless such Holder shall have provided a Registration Notice in accordance with Section 4(d) hereof and is in compliance with Section 5 hereof. None of the Company's security holders (other than Holders of Class F Conversion Stock or Demand Stock) shall have the right to include any of the Company's securities in the Resale Shelf Registration Statement. (b) If the Initial Resale Shelf Registration Statement or any Subsequent Resale Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Class F Conversion Stock or Demand Stock), the Company shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Shelf Registration Statement covering Class F Conversion Stock or Demand Stock (a "Subsequent Resale Shelf Registration Statement"). If a Subsequent Resale Shelf Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Resale Shelf Registration Statement to become effective as promptly as is practicable after such filing (or, if filed during a Deferral Period, after the expiration of such Deferral Period) and to keep such Subsequent Resale Shelf Registration Statement continuously effective until the end of the applicable Effectiveness Period. (c) The Company shall supplement and amend the Resale Shelf Registration Statement if required by the rules, regulations or instructions applicable to Form S-3, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Holders of Class F Conversion Stock or Demand Stock covered by such Resale Shelf Registration Statement. (d) If any Holder wishes to sell Class F Conversion Stock or Demand Stock pursuant to a Resale Shelf Registration Statement and related Prospectus under this Section 4, it shall (x) deliver a Registration Notice to the Company at least two (2) Business Days prior to any intended distribution of Class F Conversion Stock or Demand Stock under such Resale Shelf Registration Statement, and (y) sell any such Class F Conversion Stock or Demand Stock only in accordance with this Section 4(d) and Section 5(i) hereof. From and after the date the Initial Resale Shelf Registration Statement is declared effective, the Company shall, (i)(A) as promptly as is practicable after the date a Registration Notice is delivered, but in any event within two (2) Business Days after such date, prepare and, if required by applicable federal securities law, file 8 with the SEC a supplement to the related Prospectus or, if required by applicable federal securities law, file a post-effective amendment to the Resale Shelf Registration Statement or an amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Registration Notice is named as a selling security holder in the Resale Shelf Registration Statement or the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Class F Conversion Stock or Demand Stock in accordance with applicable law (other than laws not generally applicable to all Holders wishing to sell Class F Conversion Stock or Demand Stock pursuant to the Resale Shelf Registration Statement and related Prospectus), and (B) if the Company shall file a post-effective amendment to the Resale Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 4(d)(i) hereof; and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 4(d)(i) hereof; provided that if such Resale Registration Notice is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Registration Notice and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 5(i) hereof; provided further that if under applicable law the Company has more than one option as to the type or manner of making any such filing, as set forth in an opinion of a nationally recognized counsel experienced in such matters delivered by the Holder to the Company, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Class F Conversion Stock or Demand Stock. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder of Class F Conversion Stock or Demand Stock that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder of Conversion Stock or Demand Stock that becomes a Notice Holder pursuant to the provisions of this Section 4(d) (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 4(d). Section 5. Registration Procedures. In connection with the registration obligations of the Company under Sections 2, 3 and 4 hereof, the Company shall: (a) Before filing any Registration Statement or Prospectus or any amendments or supplements (other than supplements solely for the purpose of naming one or more Notice Holders as selling stockholders) thereto with the SEC, furnish to TCI copies of all such documents proposed to be filed and use reasonable efforts to reflect in each such document when so filed with the SEC such comments as TCI reasonably shall propose within three (3) Business Days of the delivery of such copies to TCI. (b) Prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable Effectiveness Period; cause the related 9 Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. (c) As promptly as practicable, give notice to TCI and the Notice Holders (i) when any Prospectus, Prospectus supplement, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment, when the same has been declared effective (provided, however, that the Company shall not be required by this clause (i) to notify TCI or any Notice Holder of the filing of a Prospectus supplement solely for the purpose of naming one or more Notice Holders as selling stockholders), (ii) of any request, following the effectiveness of the Resale Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of (but not the nature of or details concerning) a Material Event (provided, however, that no notice by the Company shall be required pursuant to this clause (v) in the event that the Company either promptly files a Prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (vi) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 5(i)), state that it constitutes a Deferral Notice, in which event the provisions of Section 5(i) shall apply. (d) Use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment or, if any such order or suspension is made effective during any Deferral Period, at the earliest possible moment after the expiration of such Deferral Period. (e) If reasonably requested by TCI or any Notice Holder, promptly as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment to a Registration Statement such information as TCI or such Notice Holder shall, on the basis of a written opinion of nationally recognized counsel experienced in such matters, determine to be required to be included therein by applicable federal securities law and make any required filings 10 of such Prospectus supplement or such post-effective amendment; provided, that the Company shall not be required to take any actions under this Section 5(e) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law. (f) As promptly as reasonably practicable furnish to TCI and each Notice Holder, upon their request and without charge, at least one (1) conformed copy of the Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by TCI or such Notice Holder, as the case may be). (g) During the Effectiveness Period, deliver to each Notice Holder and to each underwriter of an underwritten offering of the Registrable Securities, if applicable, in connection with any sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder or such underwriter may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder and by each underwriter of an underwritten offering of the Registrable Securities, if applicable, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to a Registration Statement, use reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Registration Notice), it being agreed that no such registration or qualification will be made unless so requested; prior to any public offering of the Registrable Securities pursuant to the Registration Statement, use reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of a Registration Statement or the initiation of proceedings with respect to a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any 11 Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (including, in any such case, as a result of the non-availability of financial statements), or (C) the occurrence or existence of any pending corporate development that, in the discretion of the Company acting reasonably, makes it necessary to suspend the availability of a Registration Statement and the related Prospectus, including, in the case of a proposed disposition of Demand Stock by a Holder, the Company's preparation to make, or the Company's making of, an underwritten offering of any of the Company's securities if the lead managing underwriter in such offering has informed the Company in writing that in such underwriter's view the disposition of such Demand Stock would adversely affect the success of such offering by the Company, including the price at which such securities offered by the Company can be sold, (i) in the case of clause (B) above, subject to the next sentence, as promptly as practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use all reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice to the Notice Holders that the availability of a Registration Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, public disclosure of such Material Event would not be prejudicial to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in the case of clause (C) above, as soon as, in the discretion of the Company acting reasonably, such suspension is no longer necessary. The period during which the availability of any Registration Statement and any Prospectus is suspended (the "Deferral Period") shall not exceed forty-five (45) days in any three (3) month period and ninety (90) days in any twelve (12) month period. (j) If reasonably requested in writing in connection with a disposition of Registrable Securities pursuant to a Registration Statement, (i) make reasonably available for inspection during normal business hours by any representative for the Notice Holders of such Registrable Securities and any broker-dealers, attorneys and accountants retained by such Notice Holders, and any representatives of underwriters participating in an underwritten offering of any Registrable Securities, if applicable, all relevant financial and other records, pertinent corporate 12 documents and properties of the Company and its subsidiaries, (ii) cause the appropriate executive officers, directors and designated employees of the Company and its subsidiaries to make reasonably available for inspection during normal business hours all relevant information reasonably requested by such representative for the Notice Holders or any such broker-dealers, attorneys or accountants, or any such representatives of underwriters, if applicable, in connection with such disposition and (iii) provide such representative for the Notice Holders or any such broker-dealers, attorneys or accountants, or any such representatives of underwriters, if applicable, with reasonable opportunities to discuss the business of the Company and its Affiliates with the Company's officers and with the independent certified public accountants who have audited the Company's most recent annual financial statements, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not (to the knowledge of such person) bound by a confidentiality agreement; and provided further that the foregoing inspection and information gathering shall, to the greatest extent reasonably possible, be coordinated on behalf of all the Notice Holders, underwriters, if any, and the other parties entitled thereto by the underwriters' counsel, in the case of an underwritten offering of Registrable Securities, or by the counsel for the Notice Holders referred to in Section 7 hereof, including the designation of a common broker-dealer, attorney and accountant acceptable to all such Notice Holders to act as their representative. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its stockholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any twelve-month period (or 90 days after the end of any twelve-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Registration Statement, which statements shall cover said twelve-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration Statement, and cause such Registrable Securities to be in such denominations and registered in such names as such Notice Holder may request in writing at least two Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement and 13 provide the transfer agent for the Securities with printed certificates for the Registrable Securities. (n) Make a reasonable effort to provide such information as is required for any filings required to be made with the National Association of Securities Dealers, Inc. (o) Enter into such customary agreements (including underwriting agreements) and take all other customary and appropriate actions (including those reasonably requested by Holders of the Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities and in such connection: (i) make such representations and warranties to the underwriters in an underwritten offering of any Registrable Securities, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by the managing underwriter, if any; (ii) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any) addressed to the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by the managing underwriter, if any; (iii) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings; (iv) if an underwriting agreement is entered into in the case of an underwritten offering, cause the same to set forth indemnification provisions and procedures with respect to the underwriters and all other parties to be indemnified pursuant to Section 9 hereof substantially equivalent to the indemnification provisions and procedures set forth in Section 9 hereof; and (v) deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings. The above customary and appropriate actions set forth in this clause (o) shall be taken at each closing under any underwriting or similar agreement as and to the extent reasonably required thereunder. Section 6. Holder's Obligations. Each Holder agrees that: (a) upon providing a Registration Notice that contains substantially the information required by clause (b) of this Section 6, such Holder shall become a Notice Holder 14 within the meaning of this Agreement and shall have the rights and obligations applicable to Holders and/or Notice Holders under this Agreement; (b) it shall be not be entitled to sell any Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Company with a Registration Notice, within the time prescribed by this Agreement, relating to such Registration Statement and containing (i)(A) if such Holder is not included as a selling stockholder in the Prospectus relating to such Registration Statement, all information regarding such Holder and the distribution of such Registrable Securities that is required to be disclosed in such Prospectus, or (B) if such Holder is included as a selling stockholder in the Prospectus relating to such Registration Statement, (x) any information regarding such Holder and the distribution of such Registrable Securities that is required to be disclosed in such Prospectus in order to make the information previously furnished to the Company regarding such Holder and the distribution of such Registrable Securities contained in such Prospectus not misleading, or (y) a certification from such Holder that no such information is required to be disclosed, (ii) in the case of a Registration Notice relating to the registration of Class F Conversion Stock, certification of the occurrence of a Class F Conversion Event, (iii) any other information regarding such Holder and the distribution of such Registrable Securities as may be required to be disclosed in such Registration Statement or the related Prospectus under applicable law or pursuant to SEC comments or requests, and (iv) any information reasonably required by the Company to comply with applicable law or regulation, based on the advice of counsel; (c) following the termination of the applicable Effectiveness Period, it will notify the Company within ten (10) Business Days of request of the amount of Registrable Securities sold pursuant to the Registration Statement; (d) if any of the Registrable Securities are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by TCI and shall be reasonably acceptable to the Company; and (e) no Holder may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any applicable underwriting agreement and (ii) completes and executes all questionnaires, powers of attorney, indemnities, agreements and other documents required under the terms of such underwriting agreement. Section 7. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under Sections 2 through 5 hereof whether or not any of the Registration Statements are declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and the New York Stock Exchange and (y) of compliance with federal and state securities or Blue Sky laws to the extent such filings or compliance are required 15 pursuant to this Agreement (including, without limitation, reasonable fees and disbursements of the counsel specified in the next sentence in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) all expenses (including, without limitation, reasonable fees and disbursements of counsel specified in the next sentence) relating to the preparation, duplication, printing and distribution of any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreement and other documents relating to the performance of and compliance with this Agreement, (iv) fees and disbursements of counsel for the Company in connection with a Registration Statement, and (v) reasonable fees and disbursements of the registrar and transfer agent for the Common Stock. In addition, the Company shall bear or reimburse the Notice Holders and underwriters, if any, for the reasonable fees and disbursements of one firm of legal counsel for the Holders and such underwriters, which shall be a nationally recognized law firm experienced in securities law matters designated by the Company. In addition, the Company shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company. Section 8. Representations and Warranties. The Company represents and warrants to, and agrees with, the Holders from time to time of Registrable Securities that: (a) Each Registration Statement covering Registrable Securities and each Prospectus contained therein or furnished pursuant to Section 5(f) and (g) hereof and any further amendments or supplements to any such Registration Statement or Prospectus, when it becomes effective with the SEC, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the applicable requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the time and date a Registration is declared effective when a Prospectus would be required to be delivered under the Securities Act, other than during a Deferral Period in accordance with Section 5(i) hereof or from (i) such time as a notice has been given to the Holders pursuant to Section 5(c)(v) hereof until (ii) such time as the Company furnishes an amended or supplemented Prospectus pursuant to Section 5(g) hereof or such time as the Company provides notice that offers and sales pursuant to a Registration Statement may continue, each such registration statement, and each Prospectus (including any summary Prospectus) contained therein or furnished pursuant to Section 5 hereof, as then amended or supplemented, will conform in all material respects to the applicable requirements of the Securities Act; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in 16 writing to the Company (including a Registration Notice) by or on behalf of a Holder expressly for use therein. (b) Any documents incorporated by reference in any Prospectus referred to in Section 8(a) hereof, when they become or became effective or are or were filed with the SEC, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company (including a Registration Notice) by a Holder expressly for use therein. (c) The execution, delivery and performance by the Company of this Agreement, and compliance by the Company with the terms hereof and the consummation of the transactions contemplated hereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance which is material to the Company and its Subsidiaries, taken as a whole, upon any property or assets of the Company or any of its Subsidiaries pursuant to, any agreement or instrument which is material to the Company and its Subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its Subsidiaries or any statute or any judgment, order, decree, rule or regulation which is material to the Company and its Subsidiaries, taken as a whole, of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company of this Agreement and compliance by the Company with the terms hereof and the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which shall have been obtained or made prior to the Issue Date and (ii) as may be required to be obtained or made under the Securities Act and applicable state securities laws. (d) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditor's rights generally, or by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether enforcement is considered in a proceeding in equity or at law. 17 Section 9. Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless TCI, any other Holder and each person, if any, who controls TCI or any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that any such settlement is effected with the prior written consent of the Company; and (iii) subject to Section 9(c) below, against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of TCI or such other Holder expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or any Prospectus (or any amendment or supplement thereto); provided further that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense (1) arising from an offer or sale of Registrable Securities occurring during a Deferral Period, if the indemnified party is a Notice Holder that received a Deferral Notice, or (2) if the Holder fails to deliver at or prior to written confirmation of sale, the most recent Prospectus, as amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission of a material fact. This indemnity agreement will be in addition to any liability that the Company may otherwise have. 18 (b) In connection with any Registration Statement in which a Holder is participating in furnishing information relating to such Holder to the Company in writing expressly for use in such Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto, TCI agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. 19 The relative fault of the Company on the one hand and TCI on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by or on behalf of the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(d). The aggregate amount of losses, liabilities, claims, damages, and expenses incurred by an indemnified party and referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 9, TCI shall not be required to indemnify or contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by any Holders and distributed to the public were offered to the public exceeds the amount of any damages that TCI has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), each person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Holder, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of Exchange Act shall have the same rights to contribution as the Company. Section 10. Information Requirements. The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report required to be filed and filed pursuant to Section 13 or 20 Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 10 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act. Section 11. Miscellaneous. (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor shall it, on or after the date of this Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants that the rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Company's securities under any other agreements. The parties hereto agree that a Registration Rights Agreement to be entered into by the Company, Trizec Hungary and the Royal Bank of Canada in connection with a pledge of the Company's common stock by Trizec Hungary to secure a credit facility (the "Pledge Registration Rights Agreement") shall not conflict with this Agreement for the purposes of this Section 11(a). For greater certainty and without limiting the foregoing, this Agreement shall be interpreted to allow the Company to fulfill all of its obligations under the Pledge Registration Rights Agreement. The Company agrees to cooperate with TCI to fully satisfy the obligations imposed by the Pledge Registration Rights Agreement. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority of the then outstanding Common Stock constituting Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of the Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 11(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. (c) Notices. Any and all notices to be given to the Company shall be made in writing by hand-delivery, first-class mail, any courier guaranteeing overnight delivery, or facsimile transmission, addressed to Trizec Properties, Inc., 1114 Avenue of the Americas, 31st Floor, New York, NY 10036, Attn: General Counsel, Facsimile No.: (212) 382-9359, or such other address of which the Company notifies TCI. Any and all notices to be given to TCI shall be made in writing by hand-delivery, first-class mail, any courier guaranteeing overnight delivery, or facsimile transmission, addressed to Trizec Canada Inc., BCE Place, Wellington Tower, Suite 3900, 181 Bay Street, Toronto, ON 21 M5J 2T3, Canada, Attn: Chief Financial Officer, Facsimile No.: (416) 364-5491, or such other address of which TCI notifies the Company. All such notices shall be deemed to have been duly given: at the time of delivery, if delivered by hand; five Business Days after being deposited in the mail, postage prepaid, if delivered by first-class mail; on the next Business Day if timely delivered to a courier guaranteeing overnight delivery; and if by facsimile transmission, at the time such facsimile transmission is sent, provided that if the facsimile transmission is sent after the close of a Business Day or on a day that is not a Business Day, the notice shall be deemed to have been duly given on the next Business Day. (d) Third-Party Beneficiaries. All Notice Holders from time to time are intended third-party beneficiaries of this Agreement and this Agreement may be enforced by such persons. (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities. (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement. (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (h) Governing Law. This agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to conflicts of laws principles thereof. (i) Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the subject matter hereof. This Agreement supersedes all prior agreements and undertakings among the parties with respect to the subject matter hereof. 22 (k) Termination. This Agreement and the rights and obligations of the parties hereunder shall continue to be effective: (i) with respect to Holders of Class F Conversion Stock, for so long as any Holder owns shares of Class F convertible preferred stock that, pursuant to the terms of the Company's certificate of incorporation, may be converted into Common Stock; (ii) with respect to Holders of Demand Stock, until all Holders of such stock may, pursuant to Rule 144(k) under the Securities Act, sell such stock without regard to paragraphs (c), (e), (f) and (h) of such rule; and (iii) with respect to Holders of TCI Redemption Stock, until the earliest of (A) the date on which TCI shareholders may no longer elect to have their TCI shares redeemed, (B) the date on which all TCI Redemption Stock has been disposed of, and (C) the date on which all Holders of TCI Redemption Stock may, pursuant to Rule 144(k) under the Securities Act, sell such stock without regard to paragraphs (c), (e), (f) and (h) of such rule. In the event that no Holders have any rights under Sections 2, 3 or 4 hereof by operation of clauses (i) through (iii) of this Subsection 11(j), this Agreement shall terminate except for any liabilities or obligations under Sections 5, 6 or 8 hereof, each of which shall remain in effect in accordance with its terms. [Remainder of this page intentionally left blank.] 23 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. TRIZEC PROPERTIES, INC. By: /s/ Robin Campbell ----------------------------------- Name: Robin Campbell Title: Vice President TRIZEC CANADA INC. By: /s/ Robert Wickham ----------------------------------- Name: Robert Wickham Title: Chief Financial Officer and Secretary EMERALD BLUE KFT By: /s/ Derek O'Reilly ----------------------------------- Name: Derek O'Reilly Title: Managing Director 24 -----END PRIVACY-ENHANCED MESSAGE-----