Common use of S-1 Clause in Contracts

S-1. EXHIBIT A-1 - Form of Series A Security EXHIBIT A-2 - Form of Series B Security EXHIBIT B - Form of Legend for Book-Entry Securities EXHIBIT C - Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - Form of Guarantee INDENTURE dated as of December 15, 1999, among HVIDE MARINE INCORPORATED, a Delaware corporation (the "Company"), as Issuer, the Subsidiary Guarantors named on the signature pages hereto (the "Guarantors"), STATE STREET BANK AND TRUST COMPANY, a Massachusetts chartered trust company, as Trustee (the "Trustee"), and BANKERS TRUST COMPANY, in its capacity as Collateral Agent. The Company and the Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Initial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/2% Senior Secured Notes due 2007, Series B, to be issued in exchange for the 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and the Unrestricted Securities, if any, and any Securities issued in lieu of cash interest on the Initial Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture). The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities:

S-1. EXHIBIT 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 Series A Security EXHIBIT Bridge Note Exhibit A-2 - Form of Series B Security EXHIBIT B - Term Note Exhibit B-1 Form of Legend for Book-Entry Securities EXHIBIT C - Notice of Borrowing Exhibit B-2 Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Notice of Conversion Exhibit C-1 Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - 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 INDENTURE 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 December 15April [ ], 19992002, and entered into by and among HVIDE MARINE INCORPORATEDSIMON 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 "CompanyLenders"), and CREDIT SUISSE FIRST BOSTON CORPORATION, a bank organized under the laws of Switzerland, acting through its Cayman Islands Branch ("CSFB"), as IssuerJoint Lead Arranger and Joint Book-Runner (in such capacity, a "Joint Lead Arranger") and as syndication agent (in such capacity, the Subsidiary Guarantors named on "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 signature pages hereto "Joint Lead Arrangers"), UBS AG, STAMFORD BRANCH ("UBS") as administrative agent (the "GuarantorsAdministrative Agent"), STATE STREET BANK AND TRUST COMPANY, a Massachusetts chartered trust company, ) and CIBC WORLD MARKETS CORP. ("CIBC World Markets") as Trustee documentation agent (the "TrusteeDocumentation Agent"), and BANKERS TRUST COMPANY, . Certain capitalized terms are used herein as defined in its capacity as Collateral Agent. The Company and the Guarantors have duly authorized the execution and delivery Section 1 of this Indenture to provide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Initial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/2% Senior Secured Notes due 2007, Series B, to be issued in exchange for the 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and the Unrestricted Securities, if any, and any Securities issued in lieu of cash interest on the Initial Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture). The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities:Agreement.

S-1. EXHIBIT A-1 EXHIBITS AND SCHEDULES ---------------------- Exhibit A Revolving Note Exhibit B Term Loan Note Exhibit C Pledge Agreement - Form Borrower Exhibit D Pledge Agreement - Subsidiary Exhibit E Security Agreement - Borrower Exhibit F Security Agreement - Subsidiary Exhibit G Guaranty Agreement Exhibit H Revolving Loan Notice Exhibit I Term Loan Notice Exhibit J Term Loan Request Exhibit K Compliance Certificate Exhibit L Notice of Series A Security EXHIBIT A-2 - Form of Series B Security EXHIBIT B - Form of Legend for Book-Entry Securities EXHIBIT C - Form of Final Agreement Exhibit M Applicable Rate Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - Form of Guarantee INDENTURE Exhibit N 2005 Documents Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of December 15June 29, 19992005 (this agreement, among HVIDE MARINE INCORPORATEDtogether with all amendments and restatements, a Delaware corporation (the this "CompanyAgreement"), as Issueramong HALLMARK FINANCIAL SERVICES, the Subsidiary Guarantors named on the signature pages hereto INC., a Nevada corporation (the "GuarantorsBorrower"), STATE STREET BANK AND TRUST COMPANYTHE FROST NATIONAL BANK, a Massachusetts chartered trust company, as Trustee national banking association (the "TrusteeLender"), and BANKERS TRUST COMPANYeach RIC. Each RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles III, in its capacity as Collateral AgentIV, and X. BACKGROUND ---------- Borrower has requested that Lender make a revolving credit and a term credit facility available to Borrower and Borrower and each RIC have requested that Lender make available Letters of Credit for the account of Borrower and each RIC. The Company Lender has agreed to do so, subject to the terms and the Guarantors have duly authorized the execution and delivery conditions of this Indenture to provide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Initial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/2% Senior Secured Notes due 2007, Series B, to be issued in exchange for the 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and the Unrestricted Securities, if any, and any Securities issued in lieu of cash interest on the Initial Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture). The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities:Agreement.

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) - Guarantors SCHEDULE 3.01(b) - Amortization Schedule SCHEDULE 8.02(b) - Certain Contingent Obligations SCHEDULE 8.02(c) - Certain Financial Matters SCHEDULE 8.03 - Litigation SCHEDULE 8.09 - Tax Matters SCHEDULE 8.14 - Subsidiaries of Borrower SCHEDULE 8.20 - Certain Contracts SCHEDULE 8.21 - Labor Matters SCHEDULE 8.22(b) - Cellular License Expiration Dates as of Closing Date SCHEDULE 8.22(c) - Qualifications with Respect to Cellular Licenses 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 Series A Security Revolving Credit Note EXHIBIT A-2 - Form of Series Tranche A Term Loan Note EXHIBIT A-3 - Form of Tranche B Security Term Loan Note EXHIBIT A-4 - Form of Tranche C Term Loan Note EXHIBIT A-5 - Form of Swing Loan Note EXHIBIT B - Form of Legend for Book-Entry Securities Intercompany Note EXHIBIT C - Form of Interest Rate Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D D-1 - Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S Security Agreement EXHIBIT E D-2 - Form of Guarantee INDENTURE Unrestricted Subsidiary Pledge Agreement EXHIBIT E-1 - Form of Opinion of Counsel to the Obligors EXHIBIT E-2 - Form of Opinion of Special FCC Counsel to the Obligors EXHIBIT F - Form of Notice of Assignment EXHIBIT G - Form of Notice of Borrowing EXHIBIT H - Form of Notice of Conversion/Continuation EXHIBIT I - Form of Joinder Agreement EXHIBIT J - Form of Section 5.06 Certificate for Lenders EXHIBIT K - Form of Collateral Assignment of Location Agreements EXHIBIT L - Form of Assignment Agreement CREDIT AGREEMENT dated as of December 15June 25, 19991998, among HVIDE MARINE INCORPORATED, a Delaware corporation AMERICAN CELLULAR WIRELESS LLC (the "Company"to be merged with PriCellular Wireless Corporation), as IssuerBorrower; AMERICAN CELLULAR CORPORATION (to be merged with and into PriCellular Corporation), as a Guarantor; the Subsidiary other Guarantors named 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 "GuarantorsLenders"); TD SECURITIES (USA) INC. and MERRILL LYNCH & CO., STATE STREET BANK AND TRUST COMPANYMERRILL LYNCH, a Massachusetts chartered trust companyPIERCE, FENNER & SMITH XXXXXXOXXXXX, as Trustee arrxxxxxx agents (the "TrusteeXxxxxgexx"); TORXXXX DOMINION (TEXAS), INC., as administrative agent ("Administrative Agent"); MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH XXXXXXOXXXXX, as synxxxxxxxx xxxxx ("Xxxxicxxxxx Agexx"); and BANKERS BANK OF AMERICA NATIONAL TRUST COMPANYAND SAVINGS ASSOCIATION and NATIONSBANK, in its capacity N.A., as Collateral Agent. The Company and the Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance of the co-documentation agents (i) 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Initial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/2% Senior Secured Notes due 2007, Series B, to be issued in exchange for the 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the Co-Documentation Agents"Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and the Unrestricted Securities, if any, and any Securities issued in lieu of cash interest on the Initial Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture). The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securitiesfollows:

S-1. EXHIBIT A-1 SUMMARY TERM SHEET IRC Acquisition Corporation is offering to purchase all of the outstanding common stock of Zing Technologies, Inc. for $15.36 per share in cash. Through a question and answer format, this Summary Term Sheet will explain to you, the shareholders of Zing Technologies, Inc., the important terms of the proposed transaction. This explanation will assist you in deciding whether to tender your shares to IRC Acquisition Corporation. This Summary Term Sheet serves only as an introduction, and we urge you to carefully read the remainder of the Offer to Purchase and the accompanying Letter of Transmittal in order to fully educate yourself on the details of the proposed transaction. Cross-referenced text refers to sections within the Offer to Purchase, unless otherwise noted. WHO IS OFFERING TO BUY THE COMMON STOCK OF ZING TECHNOLOGIES, INC.? - Form Our name is IRC Acquisition Corporation. We are a New York corporation formed for the purpose of Series A Security EXHIBIT A-2 - Form making a cash tender offer for all of Series B Security EXHIBIT B - Form the outstanding shares of Legend for Bookcommon stock of Zing Technologies, Inc. ("Zing"). We are a direct, wholly-Entry Securities EXHIBIT C - Form owned subsidiary of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - Form of Guarantee INDENTURE dated as of December 15, 1999, among HVIDE MARINE INCORPORATEDInternational Rectifier Corporation, a Delaware corporation corporation, whose shares are listed on the New York Stock Exchange. See "Introduction." WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER? HOW MUCH IS IRC ACQUISITION CORPORATION OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT? - We are offering to purchase all of the outstanding shares of common stock of Zing for $15.36 per share, net to you, in cash. See "Introduction." WHAT IS THE PURPOSE OF THE TENDER OFFER? - The purpose of the tender offer is to enable International Rectifier Corporation to acquire control of Zing. See "Introduction" and Section 11 ("Purpose of the "Offer; Plans for the Company; Merger Agreement; Shareholder Support Agreement; Stock Option Agreement; Confidentiality Agreement"). WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? - We are not obligated to purchase any shares that you validly tender unless the number of shares validly tendered and not withdrawn before the expiration date of the offer represents, in the aggregate, at least two-thirds of the outstanding shares of Zing. - We are also not obligated to purchase any shares which you validly tender if, among other things: - Zing and its subsidiary, Omnirel LLC, do not continue to operate their businesses according to ordinary and past practices, - there is a material adverse change in Zing, Omnirel LLC or their businesses, or - the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as Issueramended, has not expired or been terminated. - We are also not obligated to purchase any shares you validly tender if any other conditions as set forth in Section 14 ("Certain Conditions to the Subsidiary Guarantors named Offer") and discussed in Section 1 ("Terms of the Offer; Expiration Date") are not satisfied or waived. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER? - Our offer to purchase your shares expires at 12:00 midnight, New York City time, on Monday, March 6, 2000. This is called the initial expiration date. See Section 1 ("Terms of the Offer; Expiration Date"). CAN IRC ACQUISITION CORPORATION EXTEND THE OFFER PAST THIS EXPIRATION DATE AND UNDER WHAT CIRCUMSTANCES? - Yes, we can extend the offer past the initial expiration date. If we choose to do so, you will be able to tender your shares until 12:00 midnight, New York City time, on the signature pages hereto new expiration date. - Several terms, which were negotiated by the parties, define the circumstances in which we can extend the offer, including: - if any conditions to the offer have not been satisfied or waived, - for any period required by a Securities and Exchange Commission rule or regulation, or - for ten business days if all conditions are satisfied and shareholders have tendered more than 67% but less than 90% of the outstanding shares of common stock of Zing. - See Section 1 ("Terms of the "GuarantorsOffer; Expiration Date"), STATE STREET BANK AND TRUST COMPANY, a Massachusetts chartered trust company, as Trustee (the "Trustee"), and BANKERS TRUST COMPANY, in its capacity as Collateral Agent. The Company and the Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Initial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/2% Senior Secured Notes due 2007, Series B, to be issued in exchange for the 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and the Unrestricted Securities, if any, and any Securities issued in lieu of cash interest on the Initial Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture). The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities:.

S-1. EXHIBIT A-1 EXHIBITS AND SCHEDULES Exhibit A Revolving Note Exhibit B Pledge Agreement - Form Borrower Exhibit C Pledge Agreement - Subsidiary Exhibit D Security Agreement - Borrower Exhibit E Security Agreement - Subsidiary Exhibit F Guaranty Agreement Exhibit G Revolving Loan Notice Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Compliance Certificate Exhibit K Notice of Series A Security EXHIBIT A-2 - Form Final Agreement Exhibit L Subordination Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of Series B Security EXHIBIT B - Form of Legend for Book-Entry Securities EXHIBIT C - Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - Form of Guarantee INDENTURE Credit Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT AGREEMENT THIS FIRST RESTATED CREDIT AGREEMENT is dated as of December 15January 27, 19992006 (this agreement, among HVIDE MARINE INCORPORATEDtogether with all amendments and restatements, a Delaware corporation (the this "CompanyAgreement"), as Issueramong HALLMARK FINANCIAL SERVICES, the Subsidiary Guarantors named on the signature pages hereto INC., a Nevada corporation (the "GuarantorsBorrower"), STATE STREET BANK AND TRUST COMPANYTHE FROST NATIONAL BANK, a Massachusetts chartered trust company, as Trustee national banking association (the "TrusteeLender"), and BANKERS TRUST COMPANYeach L/C RIC. Each L/C RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles III, in its capacity IV, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into the Credit Agreement dated as Collateral Agentof June 29, 2005 (such agreement, together with all amendments and restatements, the "Existing Agreement"). The Company Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit for the Guarantors account of Borrower. Borrower and each L/C RIC have duly authorized requested that Lender restate the execution Existing Agreement and delivery make available Letters of Credit for the account of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions of this Indenture to provide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Initial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/2% Senior Secured Notes due 2007, Series B, to be issued in exchange for the 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and the Unrestricted Securities, if any, and any Securities issued in lieu of cash interest on the Initial Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture). The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities:Agreement.

S-1. EXHIBIT A-1 - Form of Series A Security EXHIBIT A-2 - Form of Series B Security EXHIBIT B - Form of Legend for Book-Entry Securities EXHIBIT C - Form of Certificate to To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Certificate to To Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - Form of Guarantee Mortgage EXHIBIT F - Form of Security Agreement EXHIBIT G - Form of Master Pledge Agreement INDENTURE dated as of December 15August 13, 1999, among HVIDE MARINE INCORPORATEDREPUBLIC INTERNATIONAL TECHOLOGIES, LLC, a Delaware corporation limited liability company (the "Company"), and RTI CAPITAL CORP., a Delaware corporation, as IssuerIssuers (the "Issuers"), the Subsidiary REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company, NIMISHILLEN & TUSCARAWAS, LLC, a Delaware limited liability company, BLISS & XXXXXXXX, LLC, a Delaware limited liability company, and CANADIAN DRAWN STEEL COMPANY, INC., a Canadian corporation, as Guarantors named on the signature pages hereto (the "Guarantors"), STATE STREET BANK AND UNITED STATES TRUST COMPANYCOMPANY OF NEW YORK, a Massachusetts chartered trust companyNew York banking corporation, as Trustee (the "Trustee"), and BANKERS UNITED STATES TRUST COMPANYCOMPANY OF NEW YORK, in its capacity as Collateral Agent. The Company Issuers and the Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance of the (i) 12 1/213 3/4% Senior Secured Notes due 20072009, Series A, and the related Guarantees of the Guarantors (the "Initial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/213 3/4% Senior Secured Notes due 2007dues 2009, Series B, to be issued in exchange for the 12 1/213 3/4% Senior Secured Notes due 20072009, Series A, and the related Guarantees of the Guarantors A (the "Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and Securities, the Unrestricted Private Exchange Securities, if any, and any Securities issued in lieu of cash interest on the Initial Unrestricted Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture)) and the related Guarantees of the Guarantors. The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities: