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Argenta Silver Corp. Capital/Financing Update 2023

May 8, 2023

44540_rns_2023-05-08_7f6f292e-7a51-4229-9092-6df84d9cebbd.pdf

Capital/Financing Update

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FIRST AMENDMENT TO SUSTAINABILITY LINKED THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SUSTAINABILITY LINKED THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the First Amendment) is executed by the parties hereto as of the 2nd day of November, 2022.

  • AMONG: COLLIERS INTERNATIONAL GROUP INC., a corporation duly organized and existing under the laws of Ontario (the "Canadian Borrower")
  • AND: COLLIERS MACAULAY NICOLLS INC., a corporation duly organized and existing under the laws of Ontario ("CMN")
  • AND: COLLIERS INTERNATIONAL HOLDINGS (USA), INC., a corporation duly organized and existing under the laws of the State of Delaware (the "US Borrower")
  • AND: GLOBESTAR LIMITED, a company incorporated in England and Wales with company number 05159841 ("Globestar")
  • AND: COLLIERS INTERNATIONAL EMEA HOLDINGS LIMITED, a company incorporated in England and Wales with company number 10053084 ("EMEA Holdings")
  • AND: COÖPERATIE CMN NETHERLANDS HOLDCO U.A., a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Eindhoven, the Netherlands and registered with the Dutch trade register under number 51267713 (the "Dutch Borrower")
  • AND: COLLIERS INTERNATIONAL HOLDINGS (AUSTRALIA) LIMITED ACN 008 178 238, a corporation duly incorporated and existing under the laws of Australia (the "Australian Borrower" and, together with the Canadian Borrower, CMN, the US Borrower, Globestar, EMEA Holdings and the Dutch Borrower, collectively, the "Borrowers")
  • AND: THE SUBSIDIARIES NAMED ON THE EXECUTION PAGES HEREOF, as Guarantors (the "Guarantors")
  • AND: THE BANKS NAMED ON THE EXECUTION PAGES HEREOF, as Lenders (collectively, the "Lenders" and each individually, a "Lender")
  • AND: BMO CAPITAL MARKETS, as Sustainability Structuring Agent (the "Sustainability Structuring Agent")
  • AND: BANK OF MONTREAL, CHICAGO BRANCH, as the U.S. administration agent (the "U.S. Agent")
  • AND: BANK OF MONTREAL, LONDON BRANCH, as European administration agent (the "European Agent")
  • AND: HSBC BANK AUSTRALIA LIMITED, as Australian administration agent (the "Australian Agent")
  • AND: BANK OF MONTREAL, as the administration agent and as the Canadian administration agent (in its capacity as the administration agent, the "Administration Agent" and, in its capacity as the Canadian administration agent, the "Canadian Agent").

WHEREAS the Borrowers, the Guarantors, the Lenders, the Administration Agent, the Sustainability Structuring Agent, the Canadian Agent, the U.S. Agent, the European Agent, the Australian Agent (collectively, the "Agents"), BMO Capital Markets, as Sole Bookrunner, Co-Lead Arranger and Sustainability Structuring Agent, HSBC Bank Canada, Mizuho Bank, Ltd., TD Securities, JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as Co-Lead Arrangers and Co-Syndication Agents, Bank of America, N.A., Canada Branch, The Bank of Nova Scotia and Canadian Imperial Bank of Commerce, as Co-Documentation Agents, among others, have entered into a sustainability linked third amended and restated credit agreement dated May 27, 2022 (the "Existing Credit Agreement" and, as amended by this First Amendment and as may be further amended, restated, amended and restated, supplemented, replaced and otherwise modified from time to time, the "Credit Agreement");

AND WHEREAS the Borrowers, the Agents and the Lenders have agreed to amend certain provisions of the Existing Credit Agreement (collectively, the "Amendments"), but only to the extent and subject to the provisions set forth in this First Amendment;

AND WHEREAS in accordance with Section 13.8 of the Existing Credit Agreement, the Amendments require the consent and approval of the Majority Lenders;

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1 – INTERPRETATION

1.1 Capitalized terms referred to and not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

1.2 Each of the Borrowers and each of the Guarantors agrees that the recitals form an integral part of this First Amendment.

ARTICLE 2 – AMENDMENTS

2.1 With effect as of the Amendment Effective Date, Section 14.9(a) of the Existing Credit Agreement is hereby amended by deleting the reference to "six (6)" and substituting "twelve (12)" therefor.

2.2 With effect as of the Amendment Effective Date, Section 14.9(b) of the Existing Credit Agreement is hereby deleted in its entirety and the following substituted therefor:

"(b) Immediately following the delivery of the Swingline Lender Change Notice, the amount representing the Canadian Swingline A Lender Commitment shall be automatically reallocated to the Canadian Revolving Facility Commitment of The Toronto-Dominion Bank, in its capacity as a Canadian Lender, and Schedule H-1 hereto shall be deemed to be amended accordingly."

ARTICLE 3 – FEES AND COSTS

3.1 All costs incurred by the Agent in preparing this First Amendment (including all legal fees incurred by the Administration Agent) shall be on the account of the Borrowers, and shall form part of the Obligations. The Borrowers hereby authorize the Administration Agent to debit any accounts it may have with the Administration Agent in an amount equal to such costs.

ARTICLE 4 – CONDITIONS TO EFFECTIVENESS

4.1 This First Amendment shall become effective upon the satisfaction of the following conditions precedent in form and substance satisfactory to the Administration Agent (the date and fulfillment of such conditions being herein referred to as the "Amendment Effective Date"):

  • (a) delivery to the Administration Agent of a fully executed copy of this First Amendment, dated the Amendment Effective Date, as executed by the Borrowers, the Guarantors, the Agents and the Lenders; and
  • (b) the Administration Agent being satisfied that all representations and warranties contained in Article 8 of the Credit Agreement shall remain true and correct in all material respects (except such representations and warranties that are qualified as to materiality, which shall be true and correct in all respects) following this First Amendment.

ARTICLE 5 – REPRESENTATIONS AND WARRANTIES

5.1 Each Borrower and each Guarantor warrants and represents to the Agents and the Lenders that the following statements are true, correct and complete:

  • (a) Authorization, Validity, and Enforceability of this First Amendment. Each Borrower and each Guarantor has the corporate power and authority to execute and deliver this First Amendment and to perform its obligations under the Credit Agreement, as amended by this First Amendment. Each Borrower and each Guarantor has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this First Amendment and the performance of the Credit Agreement. This First Amendment has been duly executed and delivered by each Borrower and each Guarantor and this First Amendment and the Credit Agreement constitute the legal, valid and binding obligations of each Borrower and each Guarantor, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Borrower's and each Guarantor's execution and delivery of this First Amendment and the performance by each Borrower and each Guarantor of the Credit Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of any Borrower or any Guarantor by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any Borrower or any Guarantor is a party or which is binding on any of them, (b) any requirement of law applicable to any Borrower or any Guarantor, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association of any Borrower or any Guarantor.
  • (b) Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against each Borrower and each Guarantor of this First Amendment or the Credit Agreement except for such as have been obtained.
  • (c) Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article 8 of the Credit Agreement and the other Loan Documents are and will be true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
  • (d) Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this First Amendment that would constitute a Default or an Event of Default.
  • (e) No Other Amendment. Except to the extent set forth herein no additional amendment, consent or waiver of any other term, condition, covenant, agreement or any other aspect of the Credit Agreement is intended or implied and except as covered by this First

Amendment, no other aspect of the covenants referred to herein is amended or waived, including without limitation for any other period or circumstance, and no such amendment, waiver or consent is intended or implied.

ARTICLE 6 – MISCELLANEOUS

6.1 Each Borrower and each Guarantor (i) reaffirms its Obligations under the Credit Agreement and the other Loan Documents to which it is a party, and (ii) agrees that the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect, except as amended hereby, and are hereby ratified and confirmed. The Guarantors (i) consent to and approve the execution and delivery of this First Amendment by the parties hereto, (ii) agree that this First Amendment does not and shall not limit or diminish in any manner the obligations of the Guarantors under their guarantees (collectively, the "Guarantees") and that such obligations would not be limited or diminished in any manner even if such Guarantors had not executed this First Amendment, (iii) agree that this First Amendment shall not be construed as requiring the consent of such Guarantors in any other circumstance, (iv) reaffirm each of their obligations under the Guarantees and the other Loan Documents to which they are a party, and (v) agree that the Guarantees and the other Loan Documents to which they are a party remain in full force and effect and are hereby ratified and confirmed.

6.2 Except to the extent specifically set forth in this First Amendment, nothing contained in this First Amendment or any other communication between the Administration Agent and/or the Lenders and the Borrowers (or any Guarantor) shall be a waiver of any other present or future violation, Default or Event of Default under the Credit Agreement or any other Loan Document (collectively, "Other Violations"). Similarly, nothing contained in this First Amendment shall directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the Agents' or the Lenders' right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document with respect to any Other Violations (including, without limiting the generality of the foregoing, in respect of the non-conformity to any representation, warranty or covenant contained in any Loan Document), (ii) except as specifically provided in Article 3 hereof, amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of any Borrower or any Guarantor under the Loan Documents or any right, privilege or remedy of the Agents or the Lenders under the Credit Agreement or any other Loan Document or any other contract or instrument with respect to Other Violations. Nothing in this First Amendment shall be construed to be a consent by any Agent or the Lenders to any Other Violations.

6.3 This First Amendment will not discharge or constitute novation of any debt, obligation, covenant or agreement contained in the Credit Agreement or any of the documents delivered pursuant thereto but same shall remain in full force and effect save to the extent same are amended by the provisions of this First Amendment.

6.4 All reasonable expenses of the Administration Agent in connection with this First Amendment and the related documentation, including all reasonable legal fees and disbursements incurred by the Administration Agent, shall be for the account of the Borrowers.

6.5 This First Amendment enures to the benefit of and binds the parties and their respective successors and permitted assigns.

6.6 Each party shall from time to time promptly execute and deliver all further documents and take all further action necessary to give effect to the provisions and intent of this First Amendment.

6.7 This First Amendment may be executed and delivered in one or more counterparts, including by way of facsimile, or electronically, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

6.8 This First Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Signature pages commence on the following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Sustainability Linked Third Amended and Restated Credit Agreement to be executed as of the date first above written.

COLLIERS INTERNATIONAL GROUP INC., as a Canadian Borrower

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Vice President, Legal Counsel & Corporate Secretary

I have the authority to bind the Corporation

COLLIERS MACAULAY NICOLLS INC., as a Canadian Borrower

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Secretary

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL HOLDINGS (USA), INC., as U.S. Borrower

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Secretary

I have the authority to bind the Corporation

COÖPERATIE CMN NETHERLANDS HOLDCO U.A., as Dutch Borrower

Per: (Signed) Davoud Amel-Azizpour

Name: Davoud Amel-Azizpour Title: Authorized Signatory

I have the authority to bind the Company

GLOBESTAR LIMITED, a company incorporated in England and Wales with registration number 05159841, as a UK Borrower

Per: (Signed) Davoud Amel-Azizpour

Name: Davoud Amel-Azizpour

Title: Director

I have the authority to bind the Company

COLLIERS INTERNATIONAL EMEA HOLDINGS LIMITED, a company incorporated in England and Wales with registration number 10053084, as a UK Borrower

Per: (Signed) Davoud Amel-Azizpour

Name: Davoud Amel-Azizpour Title: Director I have the authority to bind the Company

Executed by COLLIERS INTERNATIONAL HOLDINGS (AUSTRALIA) LIMITED ACN

008 178 238 as Australian Borrower in accordance with section 127 of the Corporations Act 2001: (Signed) Robert Wall (Signed) Malcom Tyson

Director/company secretary Director

ROBERT WALL MALCOM TYSON

Name of director/company secretary (BLOCK LETTERS)

Name of director (BLOCK LETTERS)

COLLIERS INTERNATIONAL USA, LLC, as a Guarantor

Per: (Signed) Matthew Hawkins Name: Matthew Hawkins Title: Secretary I have the authority to bind the Corporation

CIVAS HOLDINGS, LLC, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins

Title: Secretary

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL WA, LLC, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Secretary

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL REMS US, LLC, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Secretary

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL CA, LLC, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Secretary I have the authority to bind the Corporation

COLLIERS INTERNATIONAL GREATER LOS ANGELES, LLC as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title:

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES, LLC, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins

Title: Secretary

I have the authority to bind the Corporation

FS WILLIAMS ACQUISITIONCO LLC, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins

Title: Secretary

I have the authority to bind the Corporation

COLLIERS PARRISH INTERNATIONAL, INC., as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Vice President/Secretary I have the authority to bind the Corporation

COLLIERS INVESTMENT MANAGEMENT HOLDINGS, INC., as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Secretary/Treasurer I have the authority to bind the Corporation

COLLIERS INTERNATIONAL FLORIDA, LLC, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Secretary I have the authority to bind the Corporation

COLLIERS INTERNATIONAL FINCO (CANADA) INC., as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: President/Secretary

I have the authority to bind the Corporation

Executed by COLLIERS INTERNATIONAL (NSW) PTY LIMITED ACN 001 401 681 as a Guarantor in accordance with section 127 of the Corporations Act 2001: (Signed) Robert Wall (Signed) Malcom Tyson

Director/company secretary Director ROBERT WALL MALCOM TYSON Name of director/company secretary (BLOCK LETTERS) Name of director (BLOCK LETTERS) Executed by COLLIERS INTERNATIONAL (VICTORIA) PTY LTD ACN 005 032 940 as a Guarantor in accordance with section 127 of the Corporations Act 2001: (Signed) Robert Wall (Signed) John Marasco Director/company secretary Director ROBERT WALL JOHN MARASCO Name of director/company secretary (BLOCK LETTERS) Name of director (BLOCK LETTERS)

COLLIERS NEW ZEALAND LIMITED, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Authorized Signor I have the authority to bind the Corporation

COLLIERS INTERNATIONAL GERMANY HOLDING GMBH, as a Guarantor

Per: (Signed) Davoud Amel-Azizpour

Name: Davoud Amel-Azizpour

Title: Director

I have the authority to bind the Corporation

COLLIERS MACAULAY NICOLLS (CYPRUS) LIMITED, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins

Title: Director

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL HOLDINGS LIMITED, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Director

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL CONSULTANTS LIMITED, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins Title: Director I have the authority to bind the Corporation

COLLIERS INTERNATIONAL (HONG KONG) LIMITED, as a Guarantor

Per: (Signed) Matthew Hawkins

Name: Matthew Hawkins

Title: Director

I have the authority to bind the Corporation

Signed by a director of GLOBESTAR LIMITED for and on behalf of, and as corporate member of, COLLIERS INTERNATIONAL PROPERTY ADVISERS UK LLP, a limited liability partnership incorporated in England and Wales with registration number OC385143, as a Guarantor

Per: (Signed) Davoud Amel-Azizpour

Name: Davoud Amel-Azizpour Title: Director

COLLIERS INTERNATIONAL PROPERTY CONSULTANTS LIMITED, a company incorporated in England and Wales with registration number 07996509, as a Guarantor

Per: (Signed) Christopher McLernon

Name: Christopher McLernon

Title: Director

I have the authority to bind the Corporation

COLLIERS INTERNATIONAL EMEA FINCO PLC, a company incorporated in England and Wales with registration number 11313832, as a Guarantor

Per: (Signed) Davoud Amel-Azizpour

Name: Davoud Amel-Azizpour Title: Director

I have the authority to bind the Corporation

BANK OF MONTREAL, as Administration Agent, Canadian Administration Agent

Per: (Signed) Sean P. Gallaway

Name: Sean P. Gallaway

Title: Director

Draw Requests, Conversion Requests, Repayment Notices

Bank of Montreal 250 Yonge Street, 11th Floor Toronto, Ontario M5B 2L7 Attention: Agency Services Tel: [REDACTED]Fax: [REDACTED] Email: [REDACTED]

All Other Notices

BMO Capital Markets 100 King Street West, 5th Floor Toronto, ON M5X 1H3 Attention: Corporate Banking Email: [REDACTED]

BANK OF MONTREAL, CHICAGO BRANCH, as U.S. Administration Agent

Per: (Signed) Andrew Berryman Name: Andrew Berryman

Title: Director

BANK OF MONTREAL, LONDON BRANCH, as European Agent

Per: (Signed) Richard Pittam

Name: Richard Pittam Title: Managing Director

Per: (Signed) Scott Matthews

Name: Scott Matthews Title: CFO

HSBC BANK AUSTRALIA LIMITED, as Australian Agent

Per: (Signed) Matthew Sargent

Name: Matthew Sargent Title: Director, NSW & QLD Subsidiary Banking

CANADIAN LENDERS

THE TORONTO-DOMINION BANK

  • Per: (Signed) Tim Thoms Name: Tim Thomas Title: Managing Director
  • Per: (Signed) Andrew Rytel Name: Andrew Rytel Title: Director

Address for Notice: TD Bank Tower 66 Wellington St. West, 9th Floor Toronto, Ontario M5K 1A2 Attn: Tim Thomas

JPMORGAN CHASE BANK, N.A., Toronto Branch

Per: (Signed) Ali Hasan

Name: Ali Hasan Title: Vice President

Address for Notice: 66 Wellington St. West Suite 4500 Toronto, Ontario M5K 1E7 Attn: Ali Hasan

BANK OF MONTREAL

Per: (Signed) Sean P. Gallaway Name: Sean P. Gallaway

Title: Director Address for Notice:

BMO Capital Markets 100 King Street West, 5th Floor Toronto, ON M5X 1H3 Attention: Corporate Banking Email: [REDACTED]

HSBC BANK CANADA

  • Per: (Signed) Scott Morrison Name: Scott Morrison Title: Director, Large Corporate Banking
  • Per: (Signed) Jesse Macmasters Name: Jesse Macmasters Title: Head of Large Corporate Banking, Ontario & Atlantic

Address for Notice: 16 York Street, Suite 500 Box 64 Toronto, Ontario M5J 0E6 Attn: Scott Morrison

THE BANK OF NOVA SCOTIA

  • Per: (Signed) Steve Holyman Name: Steve Holyman Title: Managing Director
  • Per: (Signed) Lila Wang Name: Lila Wang Title: Associate

Address for Notice: 40 King St. W., 62nd Floor Toronto, Ontario, M5W 2X6 Attn: Steve Holyman

BANK OF AMERICA, N.A., Canada Branch

Per: (Signed) Hiliary Lai

Name: Hiliary Lai Title: Senior Vice President

Address for Notice: 181 Bay Street, 4th Floor Toronto, Ontario M5J 2V8 Attn: Hiliary Lai

CANADIAN IMPERIAL BANK OF COMMERCE

  • Per: (Signed) Courtney Davenport Name: Courtney Davenport Title: Executive Director
  • Per: (Signed) Stephen Redding Name: Stephen Redding Title: Managing Director

Address for Notice: 161 Bay Street, Floor 8 Toronto, Ontario M5J 2S8 Attn: Stephen Redding

NATIONAL BANK OF CANADA

  • Per: (Signed) Michelle Fiebig Name: Michelle Fiebig Title: Managing Director
  • Per: (Signed) David Torrey Name: David Torrey Title: Managing Director Address for Notice: The Exchange Tower 130 King Street West, Suite 3100 Toronto, Ontario M5X 1J9 Attn: Michelle Fiebig / David Torrey

U.S. BANK NATIONAL ASSOCIATION

Per: (Signed) Kenneth S. Wong Name: Kenneth S. Wong Title: Senior Vice-President

Address for Notice:

4747 Executive Drive La Jolla, CA 92121 Attn: Patrick Villani / Kenneth S. Wong

Email: [REDACTED]

WELLS FARGO BANK, N.A., Canadian Branch

Per: (Signed) Jeff McInenly

Name: Jeff McInenly Title: Director

Per:

Name: Title: Address for Notice: 22 Adelaide Street West, Suite 2200 Toronto, Ontario M5H 4E3 Attn: Jeff McInenly

MIZUHO BANK, LTD.

Per: (Signed) Deborah Cullen Name: Deborah Cullen Title: Director

Per:

Name: Title: Address for Notice: 100 Yonge Street, Suite 1102 Toronto, Ontario M5C 2W1 Attn: Ambar Bansal

Telecopier No.: Email: [REDACTED]

U.S. LENDERS

THE TORONTO-DOMINION BANK, NEW YORK BRANCH

Per: (Signed) Michael Borowiecki Name: Michael Borowiecki Title: Authorized Signatory

Per:

Name: Title:

Address for Notice: TD Bank North Tower 222 Bay St. 15th Floor Toronto, Ontario M5K 1A2 Attn: Bilat Administration

JPMORGAN CHASE BANK, N.A.

Per: (Signed) Anthony Galea

Name: Anthony Galea Title: Executive Director

Address for Notice: 383 Madison Ave, 23rd Floor New York, NY 10179 Attn.: Anthony Galea

BANK OF MONTREAL, Chicago Branch

Per: (Signed) Andrew Berryman Name: Andrew Berryman Title: Director

Address for Notice: 100 King Street West, 5th Floor Toronto, Ontario M5X 1H3 Attn: Sean P. Gallaway Email: [REDACTED]

HSBC BANK CANADA

  • Per: (Signed) Scott Morrison Name: Scott Morrison Title: Director, Large Corporate Banking
  • Per: (Signed) Jesse Macmasters Name: Jesse Macmasters Title: Head of Large Corporate Banking, Ontario & Atlantic

Address for Notice: 16 York Street, Suite 500, Box 64 Toronto, Ontario M5J 0E6 Attn: Scott Morrison

THE BANK OF NOVA SCOTIA

  • Per: (Signed) Steve Holyman Name: Steve Holyman Title: Managing Director
  • Per: (Signed) Lila Wang Name: Lila Wang Title: Associate

Address for Notice: 40 King St. W., 62nd Floor Toronto, Ontario, M5W 2X6 Attn: Steve Holyman

BANK OF AMERICA, N.A., Canada Branch

Per: (Signed) Hiliary Lai

Name: Hiliary Lai Title: Senior Vice President

Address for Notice: 181 Bay Street, 4th Floor Toronto, Ontario M5J 2V8 Attn: Hiliary Lai

CANADIAN IMPERIAL BANK OF COMMERCE

  • Per: (Signed) Courtney Davenport Name: Courtney Davenport Title: Executive Director
  • Per: (Signed) Stephen Redding Name: Stephen Redding Title: Managing Director Address for Notice: 161 Bay Street, Floor 8 Toronto, Ontario M5J 2S8 Attn: Stephen Redding

NATIONAL BANK OF CANADA

  • Per: (Signed) Michelle Fiebig Name: Michelle Fiebig Title: Managing Director
  • Per: (Signed) David Torrey Name: David Torrey Title: Managing Director Address for Notice: The Exchange Tower 130 King Street West, Suite 3100 Toronto, Ontario M5X 1J9 Attn: Michelle Fiebig / David Torrey

U.S. BANK NATIONAL ASSOCIATION

Per: (Signed) Kenneth S. Wong Name: Kenneth S. Wong Title: Senior Vice-President

Address for Notice: 4747 Executive Drive La Jolla, CA 92121 Attn: Kenneth S. Wong / Patrick Villani

Telecopier No.: Email:

WELLS FARGO BANK, N.A., Canadian Branch

Per: (Signed) Jeff McInenly Name: Jeff McInenly

Title: Director

Per:

Name: Title: Address for Notice: 22 Adelaide Street West, Suite 2200 Toronto, Ontario M5H 4E3 Attn: Jeff McInenly

Telecopier No.: (416) 607-2905 Email: [REDACTED]

MIZUHO BANK, LTD.

Per: (Signed) Deborah Cullen Name: Deborah Cullen Title: Director

Per:

Name: Title: Address for Notice: 100 Yonge Street, Suite 1102 Toronto, Ontario M5C 2W1 Attn: Ambar Bansal

Telecopier No.: Email: [REDACTED]

UK LENDERS

THE TORONTO-DOMINION BANK, London Branch

Per: (Signed) Philip Bates

Name: Philip Bates Title: MD European Corporate Banking

Per:

Name: Title:

Address for Notice: 60 Threadneedle Street London, United Kingdom EC2R 8AP Attn: Credit Management / Origination

Telecopier No.: Email: [REDACTED]

JPMORGAN CHASE BANK, N.A.

Per: (Signed) Jennifer D. Birch

Name: Jennifer D. Birch Title: Vice President

BANK OF MONTREAL, London Branch

Per: (Signed) Richard Pittam Name: Richard Pittam Title: MD

Per: (Signed) Scott Matthews Name: Scott Matthews Title: CFO

Address for Notice: 100 King Street West, 5th Floor Toronto, Ontario M5X 1H3 Attn: Sean P. Gallaway Email: [REDACTED]

HSBC UK BANK PLC

Per: (Signed) Adam Mahmoud

Name: Adam Mahmoud Title: Relationship Director, International Subsidiary Banking

Address for Notice: 6th Floor 71 Queen Victoria Street London, EC4V 4AY Attn: Adam Mahmoud

HSBC BANK CANADA

  • Per: (Signed) Scott Morrison Name: Scott Morrison Title: Director, Large Corporate Banking
  • Per: (Signed) Jesse Macmasters Name: Jesse Macmasters Title: Head of Large Corporate Banking, Ontario & Atlantic

Address for Notice: 16 York Street, Suite 500 Box 64 Toronto, Ontario M5J 0E6 Attn:

THE BANK OF NOVA SCOTIA

  • Per: (Signed) Steve Holyman Name: Steve Holyman Title: Managing Director
  • Per: (Signed) Lila Wang Name: Lila Wang Title: Associate Address for Notice: 40 King St. W., 62nd Floor Toronto, Ontario, M5W 2X6 Attn: Steve Holyman

BANK OF AMERICA, N.A., Canada Branch

Per: (Signed) Hiliary Lai

Name: Hiliary Lai Title: Senior Vice President

Address for Notice: 181 Bay Street, 4th Floor Toronto, Ontario M5J 2V8 Attn: Hiliary Lai

NATIONAL BANK OF CANADA

  • Per: (Signed) Michelle Fiebig Name: Michelle Fiebig Title: Managing Director
  • Per: (Signed) David Torrey Name: David Torrey Title: Managing Director Address for Notice: The Exchange Tower 130 King Street West, Suite 3100 Toronto, Ontario M5X 1J9 Attn: Michelle Fiebig / David Torrey

Telecopier No.: (416) 869-6545 Email: [email protected] / [email protected]

WELLS FARGO BANK, N.A., Canadian Branch

Per: (Signed) Jeff McInenly Name: Jeff McInenly

Title: Director

Per:

Name: Title: Address for Notice: 22 Adelaide Street West, Suite 2200 Toronto, Ontario M5H 4E3 Attn: Jeff McInenly

MIZUHO BANK, LTD.

Per: (Signed) Deborah Cullen Name: Deborah Cullen Title: Director

Per:

Name: Title: Address for Notice: 100 Yonge Street, Suite 1102 Toronto, Ontario M5C 2W1 Attn: Ambar Bansal

Telecopier No.: Email: [REDACTED]

CANADIAN IMPERIAL BANK OF COMMERCE, London Branch

Per: (Signed) Alex Wilson

Name: Alex Wilson Title: Managing Director & Head, Corporate Banking Europe

Per: (Signed) Keith Paterson Name: Keith Paterson Title: Director

Address for Notice: 161 Bay Street, Floor 8 Toronto, Ontario M5J 2S8 Attn: Stephen Redding

U.S. BANK NATIONAL ASSOCIATION

Per: (Signed) Kenneth S. Wong Name: Kenneth S. Wong Title: Senior Vice-President

Address for Notice: 4747 Executive Drive La Jolla, CA 92121 Attn: Kenneth S. Wong / Patrick Villani

Email:

COLLIERS EMEA LENDERS

THE TORONTO-DOMINION BANK, London Branch

Per: (Signed) Philip Bates

Name: Philip Bates Title: MD European Corporate Banking

Per:

Name: Title:

Address for Notice: 60 Threadneedle Street London, United Kingdom EC2R 8AP Attn: Credit Management / Origination

Telecopier No.: Email: [REDACTED]

JPMORGAN CHASE BANK, N.A.

Per: (Signed) Anthony Galea

Name: Anthony Galea Title: Executive Director

Address for Notice: 383 Madison Ave, 23rd Floor New York, NY 10179 Attn.: Anthony Galea

BANK OF MONTREAL, London Branch

Per: (Signed) Richard Pittam Name: Richard Pittam Title: MD

Per: (Signed) Scott Matthews Name: Scott Matthews Title: CFO

Address for Notice: 100 King Street West, 5th Floor Toronto, Ontario M5X 1H3 Attn: Sean P. Gallaway Email: [REDACTED]

HSBC UK BANK PLC

Per: (Signed) Adam Mahmoud

Name: Adam Mahmoud Title: Relationship Director, International Subsidiary Banking

Address for Notice: 6th Floor 71 Queen Victoria Street London, EC4V 4AY Attn: Adam Mahmoud

Telecopier No.: Email: [REDACTED]

HSBC BANK CANADA

  • Per: (Signed) Scott Morrison Name: Scott Morrison Title: Director, Large Corporate Banking
  • Per: (Signed) Jesse Macmasters Name: Jesse Macmasters Title: Head of Large Corporate Banking, Ontario & Atlantic

Address for Notice: 16 York Street, Suite 500 Box 64 Toronto, Ontario M5J 0E6 Attn: Scott Morrison

THE BANK OF NOVA SCOTIA

  • Per: (Signed) Steve Holyman Name: Steve Holyman Title: Managing Director
  • Per: (Signed) Lila Wang Name: Lila Wang Title: Associate Address for Notice: 40 King St. W., 62nd Floor Toronto, Ontario, M5W 2X6

Attn: Steve Holyman

BANK OF AMERICA, N.A., Canada Branch

Per: (Signed) Hiliary Lai

Name: Hiliary Lai Title: Senior Vice President

Address for Notice: 181 Bay Street, 4th Floor Toronto, Ontario M5J 2V8 Attn: Hiliary Lai

NATIONAL BANK OF CANADA

  • Per: (Signed) Michelle Fiebig Name: Michelle Fiebig Title: Managing Director
  • Per: (Signed) David Torrey Name: David Torrey Title: Managing Director Address for Notice: The Exchange Tower 130 King Street West, Suite 3100 Toronto, Ontario M5X 1J9 Attn: Michelle Fiebig / David Torrey

WELLS FARGO BANK, N.A., Canadian Branch

Per: (Signed) Jeff McInenly

Name: Jeff McInenly Title: Director

Per:

Name: Title: Address for Notice: 22 Adelaide Street West, Suite 2200 Toronto, Ontario M5H 4E3 Attn: Jeff McInenly

CANADIAN IMPERIAL BANK OF COMMERCE, London Branch

Per: (Signed) Alex Wilson

Name: Alex Wilson Title: Managing Director & Head, Corporate Banking Europe

Per: (Signed) Keith Paterson Name: Keith Paterson

Title: Director

Address for Notice: 161 Bay Street, Floor 8 Toronto, Ontario M5J 2S8 Attn: Stephen Redding

MIZUHO BANK, LTD.

Per: (Signed) Deborah Cullen Name: Deborah Cullen Title: Director

Per:

Name: Title: Address for Notice: 100 Yonge Street, Suite 1102 Toronto, Ontario M5C 2W1 Attn: Ambar Bansal

Telecopier No.: Email: [REDACTED]

U.S. BANK NATIONAL ASSOCIATION

Per: (Signed) Kenneth S. Wong Name: Kenneth S. Wong

Title: Senior Vice-President

Address for Notice: 4747 Executive Drive La Jolla, CA 92121 Attn: Kenneth S. Wong / Patrick Villani

Email:

AUSTRALIAN LENDER

HSBC BANK AUSTRALIA LIMITED

Signed for HSBC BANK AUSTRALIA

LIMITED (ABN 48 006 434 162) by its duly appointed attorney under power of attorney in the presence of:

_(Signed) Christie Lei____________ Witness Signature

_____Christie Lei___________

Print Name

(Signed) Matthew Sargent

Attorney Signature

Matthew Sargent Directo, NSW & QLD Subsidiary Banking

____________________________________

____________________________________ Print Name

Address for Notice:

Level 36, Tower 1, International Towers Sydney 100 Barangaroo Avenue, Sydney NSW 2000 Australia Attn: Niranga Nanayakkara

Signature page to First Amendment to Sustainability Linked Third Amended and Restated Credit Agreement - Colliers