S-1 Clause Samples

S-1. SCHEDULES

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 September 21, 2005, by and among ▇▇▇▇▇▇ ▇▇▇▇▇ USA L.L.C., a Nevada limited liability company (the "Company"), ▇▇▇▇▇▇ ▇▇▇▇▇ FINANCE CO., a Delaware corporation, (the "Co-Issuer"), and each of the Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors are referred to collectively herein as the "Issuers"), on the one hand, and UBS SECURITIES LLC (the "Representative") and WACHOVIA CAPITAL MARKETS, LLC (together with the Representative, the "Initial Purchasers"), on the other hand. This Agreement is entered into in connection with the Purchase Agreement, dated as of September 16, 2005, by and among the Issuers and the Initial Purchasers (the "Purchase Agreement"), relating to the offering of $100,000,000 aggregate principal amount of 9.5% Senior Subordinated Notes due 2015 of the Company and the Co-Issuer (including the guarantees thereof by the Guarantors, 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. EXHIBITS AND SCHEDULES Exhibit A Revolving Note Exhibit B Pledge Agreement - 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 Final Agreement Exhibit L Subordination Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of 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 January 27, 2006 (this agreement, together with all amendments and restatements, this "Agreement"), among HALLMARK FINANCIAL SERVICES, INC., a Nevada corporation ("Borrower"), THE FROST NATIONAL BANK, a national banking association ("Lender"), and each L/C RIC. Each L/C RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles III, IV, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into the Credit Agreement dated as of June 29, 2005 (such agreement, together with all amendments and restatements, the "Existing Agreement"). 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 account of Borrower. Borrower and each L/C RIC have requested that Lender restate the Existing Agreement and 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 Agreement.

S-1. Commitments and Pro Rata Shares

S-1. MEMORANDUM OF UNDERSTANDING

S-1. Part II -- Underbridge Crossings -------------------------------- Section T -- General................................................................ T-1 to T-4 Avoidance of Attachments.........................................................

S-1. EXHIBITS A. Articles of Incorporation of the Company B. Bylaws of the Company C. Form of Sub-License Agreement D Form of Affiliate Letter E. Form of Employment Agreement