FirstService Corp

The only contracts that can reasonably be regarded as material to us, other than contracts entered into in the ordinary course of business, are as follows:

(a)Credit Facility: On February 17, 2022, we entered into the Credit Agreement with a syndicate of lenders. The Credit Agreement currently provides for a committed multi-currency revolving credit facility of US$1.25 billion on an unsecured basis. The Credit Agreement has a term ending on February 17, 2027, bears interest at 0.20% to 2.50% over floating reference rates, depending on certain leverage ratios. The Credit Agreement requires a commitment fee of 0.24% to 0.50% of the unused portion, depending on certain leverage ratios. The indebtedness under the Credit Agreement, the NYL Notes and the Prudential Notes rank equally in terms of seniority. We may repay amounts owing under the Credit Agreement at any time without penalty. Advances under the Credit Agreement are subject to certain conditions of drawdown, and may be made by way of US and Canadian prime rate/base rate/SOFR loans, bankers acceptances or letters of credit. The financial covenants contained in the Credit Agreement require that we maintain a total debt to consolidated EBITDA ratio of not more than 3.5 to 1.0 and, on a consolidated and rolling four quarters basis, an interest coverage ratio of greater than 2.0 to 1. To date, we have always complied with the foregoing covenants under the Credit Agreement. All outstanding amounts under the Credit Agreement will be accelerated and must be repaid upon the occurrence of an event of default under the Credit Agreement, in certain circumstances, following written notice from the lenders to such effect. We are prohibited under the Credit Agreement from undertaking certain acquisitions and dispositions, and incurring certain indebtedness and encumbrances, without prior approval of the lenders under the Credit Agreement. The Credit Facility is utilized for working capital and general corporate purposes and to fund future tuck-under acquisitions;

(b)Senior Note Agreement: On June 1, 2015, we entered into an amended and restated note and guarantee agreement (the “Senior Note Agreement”) governing our senior notes (the “Senior Notes”) pursuant to which FirstService assumed from Old FSV US$150 million of Senior Notes bearing interest at a rate of 3.84% to 4.84%, depending on leverage ratios. As of December 31, 2024, the interest rate on the Senior Notes was 3.84%.** **The Senior Notes ranked equally with the indebtedness under the Credit Agreement in terms of seniority. The financial covenants contained in the Senior Note Agreement required that we maintain a total debt to consolidated EBITDA ratio of not more than 3.5 to 1.0 and, on a consolidated and rolling four quarters basis, an interest coverage ratio of greater than 2.0 to 1. We complied with the foregoing covenants. The outstanding amount of the Senior Notes was due, and fully repaid, on January 16, 2025;

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(c)NYL Note Agreement: On September 29, 2022, we entered into the NYL Note Agreement (which was amended on April 3, 2024) for potential future private placement issuances of NYL Notes with NYL Investors LLC (“New York Life”) of up to US$250 million, net of any existing Senior Notes and NYL Notes held by New York Life. We currently have US$115 million of remaining capacity under the NYL Note Agreement. The NYL Note Agreement has a three-year term ending April 7, 2027. We have the ability to issue incremental NYL Note tranches under the NYL Note Agreement, subject to acceptance by New York Life, with varying maturities as determined by us, and with coupon pricing determined at the time of each NYL Note issuance. As part of entering into the NYL Note Agreement on September 29, 2022, we issued, on a private placement basis to New York Life, US$60 million of 4.53% NYL Notes due September 29, 2032. Subsequently, in January 2024, we issued, on a private placement basis to New York Life, US$50 million of 5.48% NYL Notes due January 30, 2029 and US$25 million of 5.60% NYL Notes due January 30, 2031. The NYL Notes rank equally with the indebtedness under the Credit Agreement and the Prudential Note Agreement in terms of seniority. We may prepay issued NYL Notes at any time in an amount of not less than $5 million at the principal amount of the notes then being repaid, plus accrued interest and a make whole payment. The financial covenants contained in the NYL Note Agreement are the same as those that were contained in the Senior Note Agreement. To date, we have complied with the foregoing covenants. All outstanding amounts under issued NYL Notes will be accelerated and must be repaid upon the occurrence of certain events of default under the NYL Note Agreement. We are prohibited under the NYL Note Agreement from undertaking certain acquisitions and dispositions, and incurring certain indebtedness and encumbrances, without prior approval of the holders of the NYL Notes. The proceeds from any issued NYL Notes are intended to be utilized for working capital and general corporate purposes and to fund future tuck-under acquisitions, as well as potential repayment of amounts outstanding under the Credit Agreement; and

(d)Prudential Note Agreement: On September 29, 2022, we entered into the Prudential Note Agreement for potential future private placement issuances of Prudential Notes with PGIM Private Capital (“Prudential”) of up to US$300 million, net of any existing Senior Notes and Prudential Notes held by Prudential. We currently have US$250 million of remaining capacity under the Prudential Note Agreement. The Prudential Note Agreement has a three-year term ending September 29, 2025. We have the ability to issue incremental Prudential Note tranches under the Prudential Note Agreement, subject to acceptance by Prudential, with varying maturities as determined by us, and with coupon pricing determined at the time of each Prudential Note issuance. In January 2024, we issued, on a private placement basis to Prudential, US$50 million of 5.64% Prudential Notes due January 30, 2031. The Prudential Notes rank equally with the indebtedness under the Credit Agreement and the NYL Note Agreement in terms of seniority. We may prepay issued Prudential Notes at any time in an amount of not less than $5 million at the principal amount of the notes then being repaid, plus accrued interest and a make whole payment. The financial covenants contained in the Prudential Note Agreement are the same as those that were contained in the Senior Note Agreement. To date, we have complied with the foregoing covenants. All outstanding amounts under issued Prudential Notes will be accelerated and must be repaid upon the occurrence of certain events of default under the Prudential Note Agreement. We are prohibited under the Prudential Note Agreement from undertaking certain acquisitions and dispositions, and incurring certain indebtedness and encumbrances, without prior approval of the holders of the Prudential Notes. The proceeds from any issued Prudential Notes are intended to be utilized for working capital and general corporate purposes and to fund future tuck-under acquisitions, as well as potential repayment of amounts outstanding under the Credit Agreement.

Copies of the above material contracts are available on FirstService’s SEDAR+ profile at www.sedarplus.ca.

**Cease trade orders, bankruptcies, penalties or sanctions