Note and Guarantee Agreement Sample Contracts

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FIRSTSERVICE CORPORATION FIRSTSERVICE DELAWARE, LP AMENDED AND RESTATED NOTE AND GUARANTEE AGREEMENT Dated as of January 16, 2013 U.S.$100,000,000 5.44% Guaranteed Senior Secured Notes due April 1, 2015
Note and Guarantee Agreement • January 18th, 2013 • 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 Schedule D -- Immaterial Subsidiaries Schedule E -- Excluded Subsidiaries Tab D: Schedule 4.9 -- Change in Corporate Structure 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 Tab E: Exhibit 1 -- Form of Amended and Restated 5.44% Guaranteed Senior Secured Note due April 1, 2015 Exhibit 1-A -- Form of Amended and Restated Guarantee Endorsement Tab F: Exhibit 4.4(a)(i) -- Form of Opinion of U.S. Counsel for the Obligors and the Subsidiary Guarantors Tab G: Exhibit 4.4(a)(ii)

AMCOR LIMITED AMCOR FINANCE (USA), INC. U.S.$850,000,000 5.38% Series A Guaranteed Senior Notes due 2016 5.69% Series B Guaranteed Senior Notes due 2018 5.95% Series C Guaranteed Senior Notes due 2021
Note and Guarantee Agreement • June 27th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York

AMCOR FINANCE (USA), INC., a Delaware corporation (the “Company” (as such term is further defined in Schedule B)), and AMCOR LIMITED (ABN 62 000 017 372), a company incorporated under the laws of the State of New South Wales, Commonwealth of Australia (the “Guarantor” (as such term is further defined in Schedule B) and, together with the Company, the “Obligors”), jointly and severally agree with each of the purchasers whose names appear in the acceptance form at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

SUNSTONE HOTEL PARTNERSHIP, LLC SUNSTONE HOTEL INVESTORS, INC. 4.69% Series A Guaranteed Senior Notes due January 10, 2026 4.79% Series B Guaranteed Senior Notes due January 10, 2028
Note and Guarantee Agreement • February 23rd, 2017 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York

SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), and SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

THIRD AMENDMENT TO AMENDED AND RESTATED NOTE AND GUARANTEE AGREEMENT
Note 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).

FIRST AMENDMENT Dated as of July 15, 2020 to NOTE AND GUARANTEE AGREEMENT Dated as of December 20, 2016
Note and Guarantee Agreement • July 17th, 2020 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York

THIS FIRST AMENDMENT dated as of July 15, 2020 (this “Amendment”) is entered into by and among SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (the “Issuer”), and SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (the “Parent Guarantor” and, together with the Issuer, collectively the “Constituent Companies” and individually each a “Constituent Company”), and each of the institutional investors listed on the signature pages hereto (collectively, the “Noteholders”).

THE RANK GROUP PLC RANK GROUP FINANCE PLC U.S.$750,000,000 Shelf Amount Guaranteed Senior Notes Issuable in Series U.S.$482,000,000 Floating Rate Series 2003-1 Tranche A Guaranteed Senior Notes due 2007 5.39% Series 2003-1 Tranche B Guaranteed Senior...
Note and Guarantee Agreement • June 12th, 2003 • Rank Group PLC /Eng • Services-amusement & recreation services • New York

RANK GROUP FINANCE PLC, a company incorporated under the laws of England and Wales (the “Company”), and THE RANK GROUP PLC, a company incorporated under the laws of England and Wales (the “Guarantor” and, together with the Company, the “Obligors”), agree with each of the purchasers whose names appear in the acceptance form at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

KILROY REALTY CORPORATION KILROY REALTY, L.P. 5.72% Series A Guaranteed Senior Notes due 2010 6.45% Series B Guaranteed Senior Notes due 2014 NOTE AND GUARANTEE AGREEMENT Dated as of August 4, 2004
Note and Guarantee Agreement • August 11th, 2004 • Kilroy Realty Corp • Real estate investment trusts • Michigan

KILROY REALTY, L.P., a Delaware limited partnership (the “Company”), and KILROY REALTY CORPORATION, a Maryland corporation (the “Guarantor” and, together with the Company, the “Obligors”), agree with each of the purchasers whose names appear in the acceptance form at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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, 2025
Note 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) -

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