Common use of S-1 Clause in Contracts

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. EXHIBITS AND SCHEDULES Exhibit EXHIBIT A-1 - Form of Series A Revolving Note Exhibit Security EXHIBIT A-2 - Form of Series B Pledge Agreement Security EXHIBIT B - Borrower Exhibit Form of Legend for Book-Entry Securities EXHIBIT C Pledge Agreement - Subsidiary Exhibit Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D Security Agreement - Borrower Exhibit Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S 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 Form 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 Guarantee INDENTURE dated as of January 27December 15, 2006 1999, among HVIDE MARINE INCORPORATED, a Delaware corporation (this agreement, together with all amendments and restatements, this the "AgreementCompany"), among HALLMARK FINANCIAL SERVICESas Issuer, INC., a Nevada corporation the Subsidiary Guarantors named on the signature pages hereto (the "BorrowerGuarantors"), THE FROST NATIONAL BANKSTATE STREET BANK AND TRUST COMPANY, a national banking association Massachusetts chartered trust company, as Trustee (the "LenderTrustee"), and each L/C RICBANKERS TRUST COMPANY, in its capacity as Collateral Agent. Each L/C RIC is a party The Company and the Guarantors have duly authorized the execution and delivery of this Indenture to this Agreement to acknowledge and agree to its obligations pursuant to Articles IIIprovide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, IVSeries A, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into the Credit Agreement dated as related Guarantees of June 29, 2005 the Guarantors (such agreement, together with all amendments and restatements, the "Existing AgreementInitial 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). Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit The parties hereto agree as follows for the account benefit of Borrower. Borrower each other and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account equal and ratable benefit of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions Holders of this Agreement.the Securities:

S-1. EXHIBITS AND SCHEDULES Exhibit EXHIBIT A-1 - Form of Series A Revolving Note Exhibit 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 Mortgage EXHIBIT F - Form of Security Agreement EXHIBIT G - Form of Master 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 INDENTURE dated as of January 27August 13, 2006 1999, among REPUBLIC INTERNATIONAL TECHOLOGIES, LLC, a Delaware limited liability company (this agreement, together with all amendments and restatements, this the "AgreementCompany"), among HALLMARK FINANCIAL SERVICESand RTI CAPITAL CORP., a Delaware corporation, as Issuers (the "Issuers"), REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company, NIMISHILLEN & TUSCARAWAS, LLC, a Delaware limited liability company, BLISS & ▇▇▇▇▇▇▇▇, LLC, a Delaware limited liability company, and CANADIAN DRAWN STEEL COMPANY, INC., a Nevada corporation Canadian corporation, as Guarantors (the "BorrowerGuarantors"), THE FROST NATIONAL BANKUNITED STATES TRUST COMPANY OF NEW YORK, a national New York banking association corporation, as Trustee (the "LenderTrustee"), and each L/C RICUNITED STATES TRUST COMPANY OF NEW YORK, in its capacity as Collateral Agent. Each L/C RIC is a party The Issuers and the Guarantors have duly authorized the execution and delivery of this Indenture to this Agreement to acknowledge and agree to its obligations pursuant to Articles IIIprovide for the issuance of the (i) 13 3/4% Senior Secured Notes due 2009, IVSeries A, and X. BACKGROUND ---------- Borrower(ii) 13 3/4% Senior Secured Notes dues 2009, each L/C RIC and Lender have previously entered into Series B, to be issued in exchange for the Credit Agreement dated as of June 2913 3/4% Senior Secured Notes due 2009, 2005 Series A (the "Securities," such agreement, together with all amendments and restatementsterm to include the Initial Securities, the "Existing Agreement")Private Exchange Securities, if any, and the Unrestricted Securities, if any, treated as a single class of securities under this Indenture) and the related Guarantees of the Guarantors. Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit The parties hereto agree as follows for the account benefit of Borrower. Borrower each other and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account equal and ratable benefit of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions Holders of this Agreement.the Securities:

S-1. EXHIBITS AND SCHEDULES 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 Revolving A-1 Form of Bridge Note Exhibit B Pledge 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 - Borrower Exhibit C Pledge Agreement - Subsidiary Exhibit D Security Agreement - Borrower Form of Opinion of White & Case LLP Exhibit E Security Agreement - Form of Subsidiary Guarantee Exhibit F Guaranty Form of Interco Subordination Agreement Exhibit G Revolving Loan Notice Form of Bridge Escrow Agreement Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Form of Compliance Certificate Exhibit K Notice I Form of Final Assignment 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 SIMON ACQUISITION CORP. BRIDGE LOAN AGREEMENT THIS FIRST RESTATED CREDIT This BRIDGE LOAN AGREEMENT is dated as of January 27April [ ], 2006 (this agreement2002, together with all amendments and restatements, this "Agreement"), entered into by and among HALLMARK FINANCIAL SERVICES, INCSIMON ACQUISITION CORP., a Nevada Delaware corporation ("Borrower"), THE FROST NATIONAL BANKASSOCIATED MATERIALS HOLDINGS INC. (f/k/a Harvest/AMI Holdings Inc.), a national banking association Delaware corporation ("Holdings"), the financial institutions party hereto from time to time as lenders (each, a "Lender" and collectively, the "Lenders"), and each L/C RIC. Each L/C RIC is CREDIT SUISSE FIRST BOSTON CORPORATION, a party to this Agreement to acknowledge bank organized under the laws of Switzerland, acting through its Cayman Islands Branch ("CSFB"), as Joint Lead Arranger and agree to its obligations pursuant to Articles IIIJoint Book-Runner (in such capacity, IVa "Joint Lead Arranger") and as syndication agent (in such capacity, the "Syndication Agent"), UBS WARBURG LLC ("UBSW") as Joint Lead Arranger and X. BACKGROUND ---------- BorrowerJoint Book-Runner (in such capacity, each L/C RIC and Lender have previously entered into the Credit Agreement dated as of June 29, 2005 (such agreementa "Joint Lead Arranger" and, together with all amendments and restatementsCSFB in such capacity, the "Existing AgreementJoint 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"). 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 Certain capitalized terms and conditions are used herein as defined in Section 1 of this Agreement.