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.
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.
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
