UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
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15. |
REGISTRATION;
EXCHANGE; SUBSTITUTION OF NOTES. |
15.1. Registration
of Notes.
The
Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address
of each transferee of one or more Notes shall be registered in such register.
Prior to due presentment for registration of transfer, the Person in whose name
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and neither Obligor shall be affected by any
notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.
15.2. Transfer
and Exchange of Notes.
Upon
surrender of any Note at the principal executive office of the Company for
registration of transfer or exchange (and in the case of a surrender for
registration of transfer, duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name,
address and other information for notices of each transferee of such Note or
part thereof), within ten (10) Business Days thereafter, the Company shall
execute and deliver, at the Company’s expense (except as provided below), one or
more new Notes (as requested by the holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1 and
shall have the Guarantee of the Guarantor endorsed thereon. Each such new Note
shall be dated and bear interest from the date to which interest shall have been
paid on the surrendered Note or dated the date of the surrendered Note if no
interest shall have been paid thereon. The Company may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed in respect of
any such transfer of Notes. Notes shall not be transferred in denominations of
less than U.S.$100,000, provided
that if necessary to enable the registration of transfer by a holder of its
entire holding of Notes, one Note may be in a denomination of less than
U.S.$100,000. Any transferee, by its acceptance of a Note registered in its name
(or the name of its nominee), shall be deemed to have made the representation
set forth in Section 6.2 and to have become a party to the Intercreditor
Agreement in accordance with the terms thereof.
15.3. Replacement
of Notes.
Upon
receipt by the Company at the address and to the attention of the designated
officer (all as specified in Section 20) of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of any
Note (which evidence shall be, in the case of an Institutional Investor, notice
from such Institutional Investor of such ownership and such loss, theft,
destruction oHEIGHT: 1.25; MARGIN-RIGHT: 0pt"
align=center>REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of: April 2005
Commission
file number 0-24762
FIRSTSERVICE
CORPORATION
(Name
of Registrant)
1140
Bay Street, Suite 4000
Toronto,
Ontario, Canada
M5S
2B4
(Address
of Principal Executive Offices)
Indicate
by check mark whether the Registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the Registrant is sur mutilation), and
(a) in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided
that if the holder of such Note is, or is a nominee for, an original Purchaser
or another holder of a Note with a minimum net worth of at least U.S.$10,000,000
in excess of the outstanding principal amount of such Note or a Qualified
Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be
deemed to be satisfactory), or
(b) in
the case of mutilation, upon surrender and cancellation thereof,
within
ten (10) Business Days thereafter, the Company at its own expense shall execute
and deliver, in lieu thereof, a new Note, dated and bearing interest from the
date to which interest shall have been paid on such lost, stolen, destroyed or
mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
Note if no interest shall have been paid thereon, and having the Guarantee of
the Guarantor endorsed thereon.
16.1. Place
of Payment.
Subject
to Section 16.2, payments of principal, Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in New York, New York at the
principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Company
may at any time, by notice to each holder of a Note, change the place of payment
of the Notes so long as such place of payment shall be either the principal
office of the Company in such jurisdiction or the principal office of a bank or
trust company in New York, New York.
16.2. Home
Office Payment.
So
long as any Purchaser or any nominee of such Purchaser shall be the holder of
any Note, and notwithstanding anything contained in Section 16.1 or in such Note
to the contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, and interest, and any other amounts which
may become owing under this Agreement or the Notes, by the method and at the
address specified for such purpose below such Purchaser’s name in Schedule A, or
by such other method or at such other address as such Purchaser shall have from
time to time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, such
Purchaser shall surrender such Note for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office or at the
place of payment most recently designated by the Company pursuant to Section
16.1. Prior to any sale or other
¨
Indicate
by check mark if the Registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ¨
Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If
“Yes” is marked, indicate the file number assigned to the Registrant in
connection with Rule 12g3-2(b): N/A
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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FIRSTSERVICE
CORPORATION |
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Date:
April 15, 2005 |
/s/
John B. Friedrichsen |
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Name:
John B. Friedrichsen |
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Title:
Senior Vice President and Chief Financial
Officer |
disposition
of any Note held by any Purchaser or any nominee of such Purchaser, such
Purchaser will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or
surrender such Note to the Company in exchange for a new Note or Notes pursuant
to Section 15.2. The Company will afford the benefits of this Section 16.2
to any Institutional Investor that is the direct or indirect transferee of any
Note purchased by any Purchaser under this Agreement and that has made the same
agreement relating to such Note as the Purchasers have made in this Section
16.2.
17.1. Transaction
Expenses.
Whether
or not the transactions contemplated hereby are consummated, the Obligors will
pay all costs and expenses (including reasonable attorneys’ fees of a special
Canadian counsel and a special U.S. counsel and, if reasonably required by the
Required Holders, local or other counsel) incurred by the Purchasers, each other
holder of a Note and the Collateral Agent in connection with such transactions,
with the perfection of the Liens in and on the Collateral contemplated by the
Security Documents and with any amendments, waivers or consents under or in
respect of this Agreement, the Notes or the other Financing Documents (whether
or not such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending (or
determining whether or how to enforce or defend) any rights under this
Agreement, the Notes or the other Financing Documents or in responding to any
subpoena or other legal process or informal investigative demand issued in
connection with this Agreement, the Notes or the other Financing Documents, or
by reason of being a holder of any Note, and all reasonable expenses incurred by
each holder of a Note and the Collateral Agent incurred in connection with the
preservation of any Lien or realization on or pursuit of remedies with respect
to any Collateral following the occurrence and during the continuance of any
Default or Event of Default, and (b) the costs and expenses, including
reasonable financial advisors’ fees, incurred in connection with the insolvency
or bankruptcy of either Obligor or any Subsidiary or in connection with any
work-out or restructuring of the transactions contemplated hereby and by the
Financing Documents. The Obligors will pay, and will save each Purchaser and
each other holder of a Note harmless from, all claims in respect of any fees,
costs or expenses if any, of brokers and finders (other than those, if any,
retained by such Purchaser or other holder in connection with the purchase of
the Notes).
17.2. Taxes.
The
Obligors will pay all stamp, documentary or similar taxes which may be payable
in respect of the execution and delivery of this Agreement, any of the Notes or
any other Financing Documents or of any amendment of, or waiver or consent under
or with respect to, this Agreement, any of the Notes or any other Financing
Documents and will save each holder of a Note harmless against any loss or
liability resulting from nonpayment or delay in payment of any such tax required
to be paid by the Company or the Guarantor hereunder.
17.3. Survival.
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EXHIBIT
INDEX
|
Exhibit |
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Description
of Exhibit |
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|
|
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99.1 |
|
Press
Release dated April 4, 2005 |
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99.2 |
|
Note
and Guarantee Agreement dated April 1, 2005 |
|
99.3 |
|
Fourth
Amended and Restated Credit Agreement dated April 1,
2005 |