0001171843-10-000300 Sample Contracts

AMENDMENT AGREEMENT
Amendment Agreement • February 26th, 2010 • Firstservice Corp • Real estate • New York

This Amendment Agreement (this “Amendment”) is entered into as of the 7th day of March, 2009, among (i) FirstService Delaware, LP, a Delaware limited partnership (the “Company”); (ii) FirstService Corporation, an Ontario corporation (the “Parent” and together with the Company, the “Obligors”); and (iii) the holders of the 8.06% Guaranteed Senior Secured Notes due 2011 signatories hereto (together with their respective successors and assigns, the “2001 Noteholders”).

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AMENDMENT AGREEMENT
Amendment Agreement • February 26th, 2010 • Firstservice Corp • Real estate • New York

This Amendment Agreement (this “Amendment”) is entered into as of the 7th day of March, 2009, among (i) FirstService Delaware, LP, a Delaware limited partnership (the “Company”); (ii) FirstService Corporation, an Ontario corporation (the “Parent” and together with the Company, the “Obligors”); and (iii) the holders of the 6.40% Guaranteed Senior Secured Notes due 2015 signatories hereto (together with their respective successors and assigns, the “2003 Noteholders”).

CONSENT
Firstservice Corp • February 26th, 2010 • Real estate • Ontario

Reference is made to the Fifth Amended and Restated Credit Agreement dated as of September 6, 2007 by and among, amongst others, FirstService Corporation, as Canadian Borrower, FirstService (USA), Inc. and FirstService Delaware, LP, as U.S. Borrowers (together with the Canadian Borrower, the “Borrowers”), the Wholly-Owned Subsidiaries named on the execution pages thereof, as Unlimited Guarantors, the banks named on the execution pages thereof, as Lenders (the “Lenders”), TD Securities, as Lead Arranger and Bookrunner, The Toronto-Dominion Bank, as Collateral Agent (the “Collateral Agent”) and Canadian Administration Agent and Toronto Dominion (Texas) LLC, as U.S. Administration Agent, as amended to the date hereof and as the same may be further amended, supplemented, revised, restated or replaced from time to time, (the “Agreement”).

THIRD WAIVER AND SECOND AMENDMENT TO AGREEMENT
Third Waiver And • February 26th, 2010 • Firstservice Corp • Real estate • Ontario

Reference is made to the Fifth Amended and Restated Credit Agreement dated as of September 6, 2007 by and among, amongst others, FirstService Corporation, as Canadian Borrower, FirstService (USA), Inc. and FirstService Delaware, LP, as U.S. Borrowers (together with the Canadian Borrower, the “Borrowers”), the Wholly-Owned Subsidiaries named on the execution pages thereof, as Unlimited Guarantors, the banks named on the execution pages thereof, as Lenders (the “Lenders”), TD Securities, as Lead Arranger and Bookrunner, The Toronto-Dominion Bank, as Collateral Agent (the “Collateral Agent”) and Canadian Administration Agent and Toronto Dominion (Texas) LLC, as U.S. Administration Agent, as amended and as the same may be amended, supplemented, revised, restated or replaced from time to time, (the “Agreement”).

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