0001171843-11-002235 Sample Contracts

AMENDMENT AGREEMENT
Amendment Agreement • July 29th, 2011 • Firstservice Corp • Real estate • New York

This Amendment Agreement (this “Amendment”) is entered into as of the 24th day of June, 2011, 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”).

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THIRD AMENDMENT
Firstservice Corp • July 29th, 2011 • 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 “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, Toronto Dominion (Texas) LLC, as U.S. Administration Agent (the “5th ARCA”), as amended by the Waiver and First Amendment dated as of January 25, 2008 and by the Third Waiver and Second Amendment dated as of March 31, 2009, as the same may be further amended, supplemented, revised, restated or replaced from time to time (the “Credit Agree

AMENDMENT AGREEMENT
Amendment Agreement • July 29th, 2011 • Firstservice Corp • Real estate • New York

This Amendment Agreement (this “Amendment”) is entered into as of the 24th day of June, 2011, 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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