UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2019 • FirstService Corp • Real estate • Ontario
TRANSITIONAL SERVICES AND SEPARATION AGREEMENT AMONG FIRSTSERVICE CORPORATION AND NEW FSV CORPORATION AND FSV HOLDCO ULC AND FIRSTSERVICE COMMERCIAL REAL ESTATE SERVICES INC. AND OTHERSTransitional Services and Separation Agreement • June 3rd, 2015 • FirstService Corp • Real estate • Ontario
THIS TRANSITIONAL SERVICES AND SEPARATION AGREEMENT is made effective as of 12:00:01 a.m. (Toronto, Ontario local time) on the 1st day of June, 2015
THIS TRANSACTION AGREEMENT is made this 2nd day of April, 2019 (the “Agreement Date”)Transaction Agreement • April 3rd, 2019 • FirstService Corp • Real estate • Ontario
FSV Shares LP, a limited partnership existing under the Laws of the Province of Ontario (the “Hennick LP”), by its general partner, 2688845 Ontario Inc., a corporation existing under the Laws of the Province of Ontario (“Hennick GPco”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2020 • FirstService Corp • Real estate • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of May 22, 2020 (the “Closing Date”) by and between FirstService Corporation, a corporation existing under the laws of Ontario, Canada (the “Company”), and Durable Capital Master Fund LP, a limited partnership organized under the laws of the Cayman Islands (the “Purchaser”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below) unless otherwise defined herein.
THIRD AMENDMENT TO AMENDED AND RESTATED NOTE AND GUARANTEE AGREEMENTNote and Guarantee Agreement • June 21st, 2022 • FirstService Corp • Real estate • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED NOTE AND GUARANTEE AGREEMENT, dated as of June 14, 2022 and made effective as at and from such date (this “Amendment”), is among FIRSTSERVICE CORPORATION, a company incorporated under the laws of Ontario, Canada (together with its successors and assigns, the “Company”), and each of the Noteholders (as such term is defined below).
STOCK PURCHASE AGREEMENT BY AND AMONG FIRSTSERVICE RESTORATION, INC., Bellwether FOS Holdco, Inc., AND Global restoration Holdings, llc Dated as of May 22, 2019Stock Purchase Agreement • May 28th, 2019 • FirstService Corp • Real estate • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 22, 2019, by and among FirstService Restoration, Inc., a Delaware corporation (“Buyer”), Bellwether FOS Holdco, Inc., a Delaware corporation (the “Company”), and Global Restoration Holdings, LLC, a Delaware limited liability company (the “Seller”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 18th, 2018 • FirstService Corp • Real estate • Ontario
(in its capacity as the collateral agent, the Collateral Agent and in its capacity as the Canadian administration agent, the Canadian Agent)
AMENDMENT AGREEMENTAmendment Agreement • June 21st, 2022 • FirstService Corp • Real estate • New York
This AMENDMENT AGREEMENT, dated as of March 14, 2019 and made effective as at and from January 1, 2019 (this “Agreement”), is among FIRSTSERVICE CORPORATION, a company incorporated under the laws of Ontario, Canada (together with its successors and assigns, the “Company”) and the Noteholders (as such term is defined below).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 21st, 2019 • FirstService Corp • Real estate
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “First Amendment”) is dated as of June 21, 2019, by and among FirstService Restoration, Inc., a Delaware corporation (“Buyer”), Bellwether FOS Holdco, Inc., a Delaware corporation (the “Company”), and Global Restoration Holdings, LLC, a Delaware limited liability company (the “Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 27th, 2020 • FirstService Corp • Real estate • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of May 22, 2020 by and between FirstService Corporation, a corporation existing under the laws of Ontario, Canada (the “Company”), and Durable Capital Master Fund LP, a limited partnership organized under the laws of the Cayman Islands (the “Purchaser”).
AMENDING AGREEMENT NO. 1Amending Agreement • May 19th, 2015 • New FSV Corp • Real estate • Ontario
FSV HOLDCO ULC, an unlimited liability company existing pursuant to the laws of the Province of British Columbia ("FSV Holdco")
BINDING TERM SHEET Dated March 12, 2019Binding Term Sheet • March 14th, 2019 • FirstService Corp • Real estate
The following term sheet outlines the key commercial terms forming the basis of a binding agreement (the “Transaction”) between FirstService Corporation (the “Company”) Henset Capital Inc. (“Henset”), Jayset Management FSV Inc. (“Jayset”) and Jayset Capital Corp. (“Jayset Capital”) pursuant to which the Restated Management Services Agreement dated June 1, 2015, as amended (the “MSA”), between FSV Holdco ULC (now the Company), Jayset and Jay S. Hennick (“Hennick” and, together with Jayset, the “Hennick Group”), including Article 4 thereunder, will be terminated for nil consideration and the dual class voting structure of the Company will be eliminated, subject to terms hereof.
WAIVER AND AMENDMENTNote Purchase Agreement • June 21st, 2022 • FirstService Corp • Real estate • New York
This WAIVER AND AMENDMENT, dated as of April 18, 2019 and made effective as at and from such date (this “Waiver and Amendment”), is among FIRSTSERVICE CORPORATION, a company incorporated under the laws of Ontario, Canada (together with its successors and assigns, the “Company”) and the Noteholders (as such term is defined below).
TRUST AGREEMENTTrust Agreement • June 3rd, 2015 • FirstService Corp • Real estate • Ontario
THIS TRUST AGREEMENT (this "Agreement") is made this 26nd day of May, 2015 (and shall become effective at the Effective Time (as such term is defined in the Arrangement Agreement (as hereinafter defined))
FIRSTSERVICE CORPORATION NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of September 29, 2022Note Purchase and Private Shelf Agreement • October 4th, 2022 • FirstService Corp • Real estate • New York
FIRSTSERVICE CORPORATION AMENDED AND RESTATED NOTE AND GUARANTEE AGREEMENT Dated as of June 1, 2015 U.S.$150,000,000 Amended and Restated Guaranteed Senior Secured Notes due January 16, 2025Note and Guarantee Agreement • June 10th, 2015 • FirstService Corp • Real estate • New York
Tab A: Schedule A -- Information Relating to Existing Noteholders Tab B: Schedule B -- Defined Terms Tab C: Schedule C -- Unrestricted Entities Tab D: Schedule 5.3 -- Disclosure Materials Schedule 5.4(a) -- Subsidiaries and Ownership of Subsidiary Stock Schedule 5.4(b) -- Company Organizational Chart Schedule 5.4(c) -- Directors and Senior Officers Schedule 5.4(d) -- Restrictive Agreements Schedule 5.5 -- Financial Statements Schedule 5.8 -- Certain Litigation Schedule 5.11 -- Patents, etc. Schedule 5.15 -- Existing Indebtedness/Liens Schedule 5.21 -- Security Documents Schedule 9.7 -- Intercompany Debt and Security Documents Schedule 9.11 -- Post-Closing Obligations Tab E: Exhibit 1 -- Form of Amended and Restated Guaranteed Senior Secured Note due January 16, 2025 Tab F: Exhibit 4.4(a)(i) -- Form of Opinion of U.S. Counsel for the Company and the Guarantors Tab G: Exhibit 4.4(a)(ii) -- Form of Opinion of Canadian Counsel for the Company and the Guarantors Tab H: Exhibit 4.4(a)(iii) -
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 6th, 2023 • FirstService Corp • Real estate • Ontario
WHEREAS the Canadian Borrower, the U.S. Borrower, the Guarantors, the Lenders, TD Securities, as Sole Lead Arranger and Sole Bookrunner, the Canadian Agent and the U.S. Agent (collectively, the Agents), among others, entered into a second amended and restated credit agreement dated February 17, 2022 (as the same may be amended, restated, supplemented or otherwise modified from prior to the date hereof, the Existing Credit Agreement);
