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.
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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 EXHIBITS AND SCHEDULES ---------------------- Exhibit A-1 Form of Bridge A Revolving Note Exhibit A-2 Form of B Term Loan 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 C Pledge Agreement - Borrower Exhibit D Form of Opinion of White & Case LLP Pledge Agreement - Subsidiary Exhibit E Form of Subsidiary Guarantee Security Agreement - Borrower Exhibit F Form of Interco Subordination Security Agreement - Subsidiary Exhibit G Form of Bridge Escrow Guaranty Agreement Exhibit H Form of Revolving Loan Notice Exhibit I Term Loan Notice Exhibit J Term Loan Request Exhibit K Compliance Certificate Exhibit I Form L Notice of Assignment Final Agreement SIMON ACQUISITION CORP. BRIDGE LOAN Exhibit M Applicable Rate Certificate 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 BRIDGE LOAN THIS CREDIT AGREEMENT is dated as of April [ ]June 29, 20022005 (this agreement, together with all amendments and entered into by and restatements, this "Agreement"), among SIMON ACQUISITION CORPHALLMARK FINANCIAL SERVICES, INC., a Delaware Nevada corporation ("Borrower"), ASSOCIATED MATERIALS HOLDINGS INC. (f/k/a Harvest/AMI Holdings Inc.)THE FROST NATIONAL BANK, a Delaware corporation national banking association ("Holdings"), the financial institutions party hereto from time to time as lenders (each, a "Lender" and collectively, the "Lenders"), and CREDIT SUISSE FIRST BOSTON CORPORATIONeach RIC. Each RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles III, IV, and X. BACKGROUND ---------- Borrower has requested that Lender make a bank organized under 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 laws account of SwitzerlandBorrower and each RIC. Lender has agreed to do so, acting through its Cayman Islands Branch ("CSFB"), as Joint Lead Arranger subject to the terms 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 conditions of this Agreement.
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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 EXHIBIT A-1 - Form of Bridge Note Exhibit Series A Security EXHIBIT A-2 - Form of Term Note Exhibit B-1 Series B Security EXHIBIT B - Form of Notice of Borrowing Exhibit B-2 Legend for Book-Entry Securities EXHIBIT C - Form of Notice of Conversion Exhibit C-1 Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Exchange Note Indenture Exhibit C-2 Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - 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 INDENTURE dated as of April [ ]December 15, 20021999, and entered into by and among SIMON ACQUISITION CORP.HVIDE MARINE INCORPORATED, a Delaware corporation (the "BorrowerCompany"), ASSOCIATED MATERIALS HOLDINGS INC. as Issuer, the Subsidiary Guarantors named on the signature pages hereto (f/k/a Harvest/AMI Holdings Inc.), a Delaware corporation (the "HoldingsGuarantors"), the financial institutions party hereto from time to time as lenders (eachSTATE STREET BANK AND TRUST COMPANY, a "Lender" and collectivelyMassachusetts chartered trust company, as Trustee (the "LendersTrustee"), and CREDIT SUISSE FIRST BOSTON CORPORATIONBANKERS TRUST COMPANY, a bank organized under in its capacity as Collateral Agent. The Company and the laws Guarantors have duly authorized the execution and delivery of Switzerlandthis Indenture to provide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, acting through its Cayman Islands Branch ("CSFB")Series A, 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, related Guarantees of the "Joint Lead Arrangers"), UBS AG, STAMFORD BRANCH ("UBS") as administrative agent Guarantors (the "Administrative Agent"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 CIBC WORLD MARKETS CORP. ("CIBC World Markets"ii) as documentation agent 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 "Documentation AgentExchange 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). Certain capitalized terms are used herein The parties hereto agree as defined in Section 1 follows for the benefit of this Agreement.each other and for the equal and ratable benefit of the Holders of the Securities:
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Samples: Indenture (Hvide Marine Inc)
S-1. Schedule 1.1(a) Indebtedness EXHIBIT A-1 - Form of Target 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 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 Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Bridge Note Exhibit A-2 Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - Form of Term Note Exhibit B-1 Mortgage EXHIBIT F - Form of Notice of Borrowing Exhibit B-2 Security Agreement EXHIBIT G - Form of Notice of Conversion Exhibit C-1 Form of Exchange Note Indenture Exhibit C-2 Form of Exchange Note Registration Rights Master Pledge 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 INDENTURE dated as of April [ ]August 13, 20021999, among REPUBLIC INTERNATIONAL TECHOLOGIES, LLC, a Delaware limited liability company (the "Company"), and entered into by and among SIMON ACQUISITION RTI CAPITAL CORP., a Delaware corporation corporation, as Issuers (the "BorrowerIssuers"), ASSOCIATED MATERIALS HOLDINGS INC. (f/k/a Harvest/AMI Holdings Inc.)REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC, a Delaware corporation 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 (the "HoldingsGuarantors"), the financial institutions party hereto from time to time as lenders (eachUNITED STATES TRUST COMPANY OF NEW YORK, a "Lender" and collectivelyNew York banking corporation, as Trustee (the "LendersTrustee"), and CREDIT SUISSE FIRST BOSTON CORPORATIONUNITED STATES TRUST COMPANY OF NEW YORK, a bank organized under in its capacity as Collateral Agent. The Issuers and the laws Guarantors have duly authorized the execution and delivery of Switzerlandthis Indenture to provide for the issuance of the (i) 13 3/4% Senior Secured Notes due 2009, acting through its Cayman Islands Branch Series A, and ("CSFB")ii) 13 3/4% Senior Secured Notes dues 2009, as Joint Lead Arranger and Joint Book-Runner (Series B, to be issued in such capacityexchange for the 13 3/4% Senior Secured Notes due 2009, 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 Series A (the "Administrative Agent"Securities," such term to include the Initial Securities, the Private Exchange Securities, if any, and the Unrestricted Securities, if any, treated as a single class of securities under this Indenture) and CIBC WORLD MARKETS CORPthe related Guarantees of the Guarantors. ("CIBC World Markets") The parties hereto agree as documentation agent (follows for the "Documentation Agent"). Certain capitalized terms are used herein as defined in Section 1 benefit of this Agreement.each other and for the equal and ratable benefit of the Holders of the Securities:
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Samples: Indenture (Rti Capital Corp)
