S-1. The Subscriber shall have executed this Subscription Agreement and delivered the same to the Company.
S-1. SCHEDULES
S-1. Existing Letters of Credit 2.01 Commitments and Pro Rata Shares 4.01 List of Jurisdictions 5.05 Supplement to Interim Financial Statements 5.06 Litigation 5.13 Subsidiaries and Other Equity Investments 7.01 Existing Liens 7.03 Existing Indebtedness 10.02 Administrative Agent's Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Intentionally Omitted C Note D Compliance Certificate E Assignment and Assumption F Guaranty G Opinion Matters H New Lender Agreement I Guaranty for CEC Entertainment CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of December 3, 2002, among SHOWBIZ MERCHANDISING, L.P., a Texas limited partnership (the "Borrower"), CEC ENTERTAINMENT, INC., as a Guarantor, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK ONE, NA, as Syndication Agent, U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
S-1. Applicable Regulations The Contractor is required to comply with the requirements of the following referenced documents in performing services pursuant to this contract. The terms of each are incorporated by reference as part of this contract as fully as if set forth in full herein.
S-1. ELEMENTARY
S-1. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of May 13, 2003, by and between AZTECA HOLDINGS, S.A. de C.V., a corporation (sociedad anonima de capital variable) duly organized under the laws of the United Mexican States (the "Company"), on the one hand, and UBS WARBURG LLC (the "Dealer Manager"), on the other hand. This Agreement is entered into in connection with the Dealer Manager and Solicitation Agent Agreement, dated March 3, 2003 (the "Dealer Manager Agreement"), between the Company and the Dealer Manager, relating to the Company's (i) offer to exchange US$1,000 in principal amount of its 10 3/4% Senior Secured Amortizing Notes due 2008 (the "Notes"), to be issued pursuant to the terms of the Indenture (as defined below), for each US$1,000 in principal amount of its 10 1/2% Senior Secured Notes due 2003 (the "Existing Notes") and (ii) solicitation of consents from holders of the Existing Notes to certain proposed amendments to the indenture, dated as of January 31, 2002, between the Company and The Bank of New York, as trustee, pursuant to which the Existing Notes were issued. In order to induce the Dealer Manager to enter into the Dealer Manager Agreement, the Company has agreed with the Dealer Manager, for the benefit of the holders of the Notes to execute and deliver this Agreement. The parties hereby agree as follows:
S-1. Schedule 1.1(a) Indebtedness of Target To Be Refinanced Schedule 4.2 Due Authorization; Noncontravention, etc. Schedule 4.3 Governmental Approval, Regulation, etc. Schedule 4.7 Litigation Schedule 4.9 Subsidiaries Schedule 4.11 Taxes Schedule 4.13 Environmental Warranties Schedule 5.4 Insurance Schedule 6.3(b) Existing Indebtedness Schedule 6.4(b) Existing Liens Schedule 6.6(a) Existing Investments Exhibits Exhibit A-1 Form of Bridge Note Exhibit A-2 Form of Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Conversion Exhibit C-1 Form of Exchange Note Indenture Exhibit C-2 Form of Exchange Note Registration Rights Agreement Exhibit D Form of Opinion of White & Case LLP Exhibit E Form of Subsidiary Guarantee Exhibit F Form of Interco Subordination Agreement Exhibit G Form of Bridge Escrow Agreement Exhibit H Form of Compliance Certificate Exhibit I Form of Assignment Agreement SIMON ACQUISITION CORP. BRIDGE LOAN AGREEMENT This BRIDGE LOAN AGREEMENT is dated as of April [ ], 2002, and entered into by and among SIMON ACQUISITION CORP., a Delaware corporation ("Borrower"), ASSOCIATED MATERIALS HOLDINGS INC. (f/k/a Harvest/AMI Holdings Inc.), a Delaware corporation ("Holdings"), the financial institutions party hereto from time to time as lenders (each, a "Lender" and collectively, the "Lenders"), and CREDIT SUISSE FIRST BOSTON CORPORATION, a bank organized under the laws of Switzerland, acting through its Cayman Islands Branch ("CSFB"), as Joint Lead Arranger and Joint Book-Runner (in such capacity, a "Joint Lead Arranger") and as syndication agent (in such capacity, the "Syndication Agent"), UBS WARBURG LLC ("UBSW") as Joint Lead Arranger and Joint Book-Runner (in such capacity, a "Joint Lead Arranger" and, together with CSFB in such capacity, the "Joint Lead Arrangers"), UBS AG, STAMFORD BRANCH ("UBS") as administrative agent (the "Administrative Agent") and CIBC WORLD MARKETS CORP. ("CIBC World Markets") as documentation agent (the "Documentation Agent"). Certain capitalized terms are used herein as defined in Section 1 of this Agreement.
S-1. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of June 19, 2003, by and among BOWATER INCORPORATED, a Delaware corporation (the "Company"), on the one hand, and UBS SECURITIES LLC, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., Wachovia Securities, Inc., SunTrust Capital Markets, Inc., TD Securities (USA) Inc., BMO Xxxxxxx Xxxxx Corp. and BNY Capital Markets, Inc. and the other Initial Purchasers named in the Purchase Agreement referred to below ( collectively the "Initial Purchasers"), for whom UBS Securities LLC is acting as representative, on the other hand. This Agreement is entered into in connection with the Purchase Agreement, dated as of June 16, 2003, by and among the Company and the Initial Purchasers (the "Purchase Agreement"), relating to the offering of $400,000,000 aggregate principal amount of the Company's 61/2% Notes due 2013, (the "Notes"). The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Notes under the Purchase Agreement. The parties hereby agree as follows:
S-1. ANNEX A - Commitments SCHEDULE 1.01(a) - Applicable Margins Before Reset Date SCHEDULE 1.01(b) - Applicable Margins After Reset Date SCHEDULE 1.01(c) - Applicable Revolving Credit Fee Percentage SCHEDULE 1.01(d) - Covered Properties SCHEDULE 1.01(e) - Existing Debt SCHEDULE 1.01(f) - Guarantors SCHEDULE 1.01(g) - Mine Sites SCHEDULE 1.01(h) - Shipyard Properties SCHEDULE 3.01(B) - Amortization Schedule SCHEDULE 7.01(xviii)(4) - Surveys SCHEDULE 8.02(b) - Certain Contingent Obligations SCHEDULE 8.02(c) - Certain Financial Matters SCHEDULE 8.03 - Litigation SCHEDULE 8.06 - Consents SCHEDULE 8.09 - Tax Matters SCHEDULE 8.11 - Environmental Matters SCHEDULE 8.14(a) - Subsidiaries of Borrower SCHEDULE 8.14(b) - Organizational Structure SCHEDULE 8.20 - Material Contract SCHEDULE 8.21 - Labor Matters SCHEDULE 9.07 - Certain Existing Liens SCHEDULE 9.08 - Certain Indebtedness to Remain Outstanding SCHEDULE 9.09 - Investments SCHEDULE 9.15 - Existing Affiliate Agreements EXHIBIT A-1 - Form of Revolving Credit Note EXHIBIT A-2 - Form of Tranche A Amended and Restated Term Loan Note EXHIBIT A-3 - Form of Tranche B Amended and Restated Tenn Loan Note EXHIBIT B - Form of Intercompany Note EXHIBIT C - Form of Interest Rate Certificate EXHIBIT D - Form of Security Agreement EXHIBIT E-1 - Form of Opinion of Counsel to the Obligors EXHIBIT E-2 - Form of Local Counsel Opinion EXHIBIT F - Form of Notice of Assignment EXHIBIT G-1 - Form of Mortgage EXHIBIT G-2 - Form of Mortgage Amendment EXHIBIT H - Form of Notice of Borrowing EXHIBIT I - Form of Notice of Conversion/Continuation EXHIBIT J - Form of Joinder Agreement EXHIBIT K - Form of Section 5.06 Certificate for Lenders EXHIBIT L - Form of Lien Waiver and Access Agreement EXHIBIT M - Form of Assignment Agreement EXHIBIT N - Form of Intercompany Lease Agreement EXHIBIT O - Form of 7.01 (xviii)(9) Officers' Certificate AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 2,1998, amended and restated as of December 14, 1998, among AEI RESOURCES, INC., as Borrower; the Guarantors party hereto; each of the lenders that is a signatory hereto identified under the caption "LENDERS" on the signature pages hereto or that, pursuant to Section 12.06(b), shall become a "Lender" hereunder (individually, a "Lender" and, collectively, the "Lenders"); WARBURG DILLON READ ------ ------- LLC, as arranger and syndication agent ("Arranger"); UBS AG, Stamford Branch, as -------- administrative agent ("Administrative Agent"). -----------...
