EXHIBIT 4.2
December 31, 2003
Brookfield Homes Corporation
12865 Pointe Del Mar, Suite 200
Del Mar, CA 92014
Dear Sirs:
The following terms will highlight the conditions under which Brookfield Homes Corporation may from time to time deposit funds with Trilon International Inc.
| DEPOSITENTITY: | Trilon International Inc. will open appropriate accounts for Brookfield Homes Corporation to receive funds. | |
| CURRENCY: | Deposits will be made in United States dollars. | |
| MATURITYDATE: | This will be a demand deposit facility. | |
| INTERESTRATES: | Deposit amounts will earn interest as follows: | |
| 3 Month Libor + 50 basis points | ||
| DEPOSITS: | Notice of any deposit amounts should be made One business day prior to deposit. | |
| WITHDRAWAL OFFUNDS: | Brookfield Homes Corporation will notify Trilon International Inc. of deposit withdraws in accordance with the following notice timelines: 4 USD10 million or greater: One business day prior to withdrawal of funds. 4 Less than USD10 million: Notice must be received by 10am EST on the day of withdrawal. |
For your information enclosed is a copy of our most recent audited financial statements.
Yours very truly,
| Trilon International Inc. | ||
| /s/ GEORGE GLEADALL George Gleadall | ||
| /s/ ANDRE PROCOPE Andre Procope |
Agreed and Accepted
Brookfield Homes Corporation
/s/ IAN G. COCKWELL
/s/ PAUL G. KERRIGAN
