FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 29th, 2005 • ASG Finance, Inc. • New York
This FIRST AMENDMENT, dated as of January 15, 2004 (this “First Amendment”), is to the Second Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of December 16, 2002, among AMERICAN SEAFOODS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), AMERICAN SEAFOODS CONSOLIDATED LLC, a Delaware limited liability company (the “Parent”), AMERICAN SEAFOODS GROUP LLC, a Delaware limited liability company (the “Borrower”), the Lenders, HARRIS TRUST AND SAVINGS BANK, as Documentation Agent, THE BANK OF NOVA SCOTIA, as Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and Swingline Lender.
SUPPLEMENTAL INDENTURESupplemental Indenture • April 11th, 2006 • ASG Finance, Inc. • Communications services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 11, 2006, among American Pride Seafoods LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and wholly-owned subsidiary of American Seafoods Group LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, American Seafoods Finance, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“ASF, Inc.” and together with the Company, collectively, the “Issuers” and each an “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
Form of Revolving NoteRevolving Note • November 14th, 2005 • ASG Finance, Inc. • Communications services, nec
This Note is one of the Revolving Notes referred to in the Credit Agreement and evidences Revolving Loans made by the Lender thereunder. Capitalized terms used in this Revolving Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.
REGISTRATION RIGHTS AGREEMENT by and among ASG Consolidated LLC, ASG Finance Inc., and Banc of America Securities LLC and Goldman, Sachs & Co. Dated as of October 19, 2004Registration Rights Agreement • March 29th, 2005 • ASG Finance, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of October 14, 2004 (the “Purchase Agreement”), by and among the Companies, and the Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Companies have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.
Form of Tranche A Term Loan NoteTerm Loan Note • November 14th, 2005 • ASG Finance, Inc. • Communications services, nec
This note is one of the Tranche A Term Loan Notes referred to in the Credit Agreement and evidences the Tranche A Term Loan made by the Lender thereunder. Capitalized terms used in this Tranche A Term Loan Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.
FIRST AMENDED AND RESTATED MEMBERSHIP AGREEMENTMembership Agreement • April 11th, 2006 • ASG Finance, Inc. • Communications services, nec • Washington
This FIRST AMENDED AND RESTATED MEMBERSHIP AGREEMENT is entered into as of September , 2005, by and among ALASKA OCEAN SEAFOOD LIMITED PARTNERSHIP, a Washington limited partnership, TRIDENT SEAFOODS CORPORATION, a Washington corporation, AMERICAN SEAFOODS COMPANY LLC, a Delaware limited liability company (“American”), ARCTIC FJORD, INC., a Washington corporation, ARCTIC STORM, INC., a Washington corporation, GLACIER FISH COMPANY LLC, a Washington limited liability company, HIGHLAND LIGHT SEAFOODS, L.L.C., a Washington limited liability company, STARBOUND LLC, a Washington limited liability company, and any other members admitted pursuant to this Agreement (together, the “Members”) and POLLOCK CONSERVATION COOPERATIVE, a Washington nonprofit corporation (the “Cooperative”).
ASG Consolidated LLC ASG Finance, Inc. $196,000,000 Principal Amount at Maturity ($124,852,000 in Gross Proceeds) 11.50% Senior Discount Notes due 2011 Purchase Agreement dated October 14, 2004 Banc of America Securities LLC Goldman, Sachs & Co.Purchase Agreement • March 29th, 2005 • ASG Finance, Inc. • New York
Form of Tranche B-2 Term Loan NoteTerm Loan Note • November 14th, 2005 • ASG Finance, Inc. • Communications services, nec
This note is one of the Tranche B-2 Term Loan Notes referred to in the Credit Agreement and evidences the Tranche B-2 Term Loan made by the Lender thereunder. Capitalized terms used in this Tranche B-2 Term Loan Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.
