Purchase and Financing of Two Canadian Landmark Hotels

On February 1, 2001, The Fairmont Empress in Victoria, British Columbia and Fairmont Le Château Frontenac in Quebec City were purchased from Canadian Pacific Hotels Real Estate Corporation by a wholly-owned subsidiary of Legacy Hotels Real Estate Investment Trust. Terence Badour, General Counsel of Legacy, and Lynn Graydon, Director Corporate Finance of Legacy, directed the purchase and subsequent financing of the hotels with the assistance of Tom Griffiths and Patricia Wakelin, in-house counsel at Legacy, and a team of lawyers at the McCarthy Tétrault offices in Toronto, Vancouver, Montreal and Quebec City.

The cash portion of the purchase price for each of the hotels was financed by separate mortgage loan transactions that closed on February 9, 2001. The purchase of The Fairmont Empress was financed by Pacific Life Insurance Company based in Newport Beach, California and the purchase of Fairmont Le Château Frontenac was financed by Teachers Insurance and Annuity Association of America based in New York. Osler, Hoskin & Harcourt LLP acted as lead counsel to each of the lenders.

The transactions were handled on behalf of McCarthy Tétrault by Gordon Willcocks, Iain Morton, Jonathan Gitlin, Greg Stone, Wendy Gwyn Phierry and Paula McMullan in Toronto, Byran Gibson and Colin McIvor in Vancouver, Michael Levinson in Montreal and Danielle Drolet in Quebec City. Related corporate transactions involving Legacy and its subsidiaries, including the issuance to CPHREC of shares of the purchaser which were exchangeable for units of Legacy, were handled on behalf of McCarthy Tétrault by Philip Moore, David Woollcombe and Peter Goode.

The financing transactions were handled on behalf of McCarthy Tétrault by Gordon Baird, Godyne Sibay, Marta Lewycky and Amer Chaudhry in Toronto with assistance from the purchase transaction team. Tax structuring advice on the purchase and financings was provided to Legacy by Jim Briggs and Peter Dale of PricewaterhouseCoopers LLP. Accounting advice was provided by Don Hunter and Sandra Mundy of PricewaterhouseCoopers.

The Oslers team representing Pacific Life included Michael Davies, Len Arnold and Shelley Munro (financing and real estate), Steven Golick (insolvency) and Judith Harris (tax). Oslers was assisted by Irv Laskin of Lawson Lundell Lawson & McIntosh on British Columbia matters. The Oslers team representing Teachers were instructed by Mark Serlen, in-house counsel to Teachers, and included George Valentini, Jolie Lin, Barbara McGregor, Caroline Thomas and Peter White (financing and real estate) and David Tetreault (tax). Mark Schrager of Goldstein, Flanz & Fishman assisted Oslers on Quebec matters. Title insurance on each of the transactions was provided by First Canadian Title Insurance Company led by Des Mackey, Q.C., Sandra Thwaites, John Rider, Heather Wink, Andrea Boyd and Jackelyn Maiatico.