e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 30, 2006
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
1-12984
(Commission File Number)
|
|
75-2520779
(IRS Employer
Identification No.) |
|
|
|
|
|
|
|
|
|
|
3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas
|
|
75219 |
(Address of principal executive offices)
|
|
(Zip code) |
Registrants telephone number including area code: (214) 432-2000
Not Applicable
(Former name or former address if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|
|
o |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
|
|
o |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
|
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
The description set forth below is qualified in its entirety by the full
text of the document to which it refers, which document is filed herewith.
Item 1.01. Entry into a Material Definitive Agreement
On
June 30, 2006, Eagle Materials Inc. (the Company) entered into a Fifth Amendment
to Amended and Restated Credit Agreement (the Fifth
Amendment) with the banks and
financial institutions party thereto, including JPMorgan Chase Bank, N.A. as administrative
agent, Bank of America, N.A. and Branch Banking and Trust Company, as co-syndication agents
and Wells Fargo Bank, N.A. and Union Bank of California, N.A. as co-documentation agents.
Under the terms of the Fifth Amendment, the margins applicable to borrowings under the line of
credit were reduced so that borrowings under the Credit Agreement will bear interest, at the
Companys option, at a rate equal to either: (a) the higher of the JPMorgan Chase Bank prime
rate, or the federal funds rate plus 0.5%; or (b) the Eurodollar deposit rate in the London
interbank market, plus a margin equal to 0.550% to 1.0%, depending on the ratio of our
consolidated debt to consolidated EBITDA. The commitment fee applicable to the unused
portion of the line of credit was also reduced to 0.100% to 0.200% of the unused commitment,
depending on the ratio of our consolidated debt to consolidated EBITDA. In addition, the Fifth
Amendment extends the maturity date of Credit Agreement to June 30, 2011.
The Fifth Amendment is being filed with this current report on Form 8-K as
Exhibit 4.1.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits
|
|
|
Exhibit Number
|
|
Description
|
4.1
|
|
Fifth Amendment to Amended and
Restated Credit Agreement dated June 30, 2006.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
EAGLE MATERIALS INC. |
|
By: |
|
/s/ Arthur R.
Zunker, Jr.
Name: Arthur R. Zunker, Jr.
Title: Senior Vice PresidentFinance and Treasurer
|
Date:
July 6, 2006
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
|
|
|
|
Number |
|
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1 |
|
Fifth Amendment
to Amended and Restated Credit Agreement dated June 30, 2006.
|
|
|
|
exv4w1
EXHIBIT 4.1
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the Amendment), dated
effective as of June 30, 2006 is among EAGLE MATERIALS INC. (who was formerly Centex Construction
Products, Inc. and herein the Borrower), each lender party hereto who is shown as a
Lender on Attachment 1 hereto (individually a Lender and collectively the
Lenders), each lender party hereto who is listed on the signature pages hereto after the
heading Departing Banks (individually a Departing Lender and collectively the
Departing Lenders), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank and
successor by merger to Bank One, N.A.), individually as a Lender and as administrative agent for
itself and the other lenders (in its capacity as administrative agent, the Administrative
Agent), Bank of America, N.A. and Branch Banking And Trust Company, as
co-syndication agents and Wells Fargo Bank, N.A. and Union Bank of California,
N.A., as co-documentation agents.
RECITALS:
Borrower, certain lenders, and the Administrative Agent have entered into that certain Amended
and Restated Credit Agreement dated as of December 16, 2004 (as amended by that certain First
Amendment to Amended and Restated Credit Agreement dated as of January 4, 2005, that certain Second
Amendment to Amended and Restated Credit Agreement dated as of September 30, 2005, that certain
Third Amendment to Amended and Restated Credit Agreement dated as of December 15, 2005, and that
certain Fourth Amendment to Amended and Restated Credit Agreement dated as of March 20, 2006,
herein the Agreement). Since the execution and delivery of the Agreement, Illinois
Cement Company LLC and AG South Carolina LLC have been joined as Guarantors under the Subsidiary
Guaranty pursuant to Joinder Agreements, one dated May 26, 2005 for Illinois Cement Company LLC and
one dated November 14, 2005 for AG South Carolina LLC.
No Departing Lender will be a Lender under the Agreement after the effective date of this
Amendment. No principal amounts are currently outstanding under the Agreement on the effective
date hereof.
Borrower, the Administrative Agent, the Lenders and the Departing Lenders now desire to amend
the Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows effective as of the date hereof:
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 1
ARTICLE 1.
Definitions
ARTICLE 1.1. Definitions. Capitalized terms used in this Amendment, to the extent not
otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.
ARTICLE 2.
Amendments
ARTICLE 2.1. Amendment to Definition of the term Applicable Rate. The chart set
forth in the definition of the term Applicable Rate is amended in its entirety to read as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eurodollar |
|
|
|
|
|
Commitment |
|
|
Leverage Ratio |
|
Spread |
|
ABR Spread |
|
Fee Rate |
|
|
Category 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
<1.00 to 1.00 |
|
|
0.550 |
% |
|
|
0.000 |
% |
|
|
0.100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
> 1.00 to 1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
but |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
< 1.50 to 1.00 |
|
|
0.650 |
% |
|
|
0.000 |
% |
|
|
0.125 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
> 1.50 to 1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
but |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
< 2.00 to 1.00 |
|
|
0.875 |
% |
|
|
0.000 |
% |
|
|
0.175 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
> 2.00 to 1.00 |
|
|
1.000 |
% |
|
|
0.000 |
% |
|
|
0.200 |
% |
After giving effect to the change in the pricing chart set forth above, the Applicable Rate as of
the effective date hereof is the rate per annum opposite Category 1.
ARTICLE 2.2. Amendment to Section 1.01. The definition of the term Maturity
Date set forth in Section 1.01 of the Agreement is amended in its entirety to read as follows:
Maturity Date means June 30, 2011.
ARTICLE 2.3. Amendment to Article VII. The last paragraph of Article VII of the
Agreement is amended in its entirety to read as follows:
Bank of America, N.A. and Branch Banking and Trust Company have been designated
as co-syndication agents hereunder and Wells Fargo Bank, N.A. and Union Bank of
California, N.A. have been designated as co-documentation agents hereunder. No
such Lender is an agent for the Lenders and no such Lender shall have any obligation
hereunder, in each case, other than those existing in its capacity as a Lender.
Without limiting the foregoing, no such Lender shall have or deemed to have any
fiduciary relationship with or duty to any Lender.
ARTICLE 2.4. Amendment to Schedule 2.01. Schedule 2.01 of the Agreement is amended in
its entirety to read as set forth on Attachment 1 hereto. As a result of such amendment, the
term Lender as used in the Agreement no longer includes the Departing Lenders. The Borrower
agrees that the Commitment of each Departing Lender in effect under the Agreement is terminated as
of the effective date hereof. Upon receipt by each Departing Lender of all amounts owed to it
under the Agreement as accrued through the effective date hereof, each Departing Lender agrees to
its removal from the Agreement effective as of the effective date hereof, agrees that it is no
longer a party to the Agreement as of the effective date hereof and
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 2
agrees that the Agreement may be further amended or otherwise modified without its consent or
agreement after the effective date hereof.
ARTICLE 3.
Conditions Precedent
ARTICLE 3.1. Conditions. The effectiveness of Article 2 of this Amendment is subject
to the satisfaction of the following conditions precedent:
(a) Each Lender whose Commitment amount has changed pursuant to this Amendment and who has
requested a promissory note under the terms of Section 2.09 of the Agreement prior to the effective
date hereof, shall have received a duly executed promissory note in the amount of its Commitment;
(b) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of the Borrower and the Guarantors, the authorization of the Transactions and any
other legal matters relating to the Borrower, the Guarantors, this Agreement or the Transactions,
all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(c) The Administrative Agent shall have received all interest and fees accrued under the
Agreement through the effective date hereof and all fees and other amounts due and payable by
Borrower on or prior to the effective date hereof under Section 4.5 of this Amendment and under the
Fee Letter between Borrower and Administrative Agent dated the date hereof, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower under the Agreement;
(d) The representations and warranties contained herein and in the Agreement or any other
document contemplated thereby, as amended hereby, shall be true and correct in all material
respects as of the effective date hereof as if made on the date hereof, except for such
representations and warranties limited by their terms to a specific date; and
(e) No Default shall exist as of the effective date hereof.
ARTICLE 4.
Miscellaneous
ARTICLE 4.1. Ratifications. The terms and provisions set forth in this Amendment
modify and supersede all inconsistent terms and provisions set forth in the Agreement and except as
expressly modified and superseded by this Amendment, the terms and provisions of the Agreement and
the other Loan Documents are ratified and confirmed and shall continue in full force and effect.
Borrower, the Administrative Agent and the Lenders party hereto agree that the Agreement as amended
hereby and the other Loan Documents continue to be legal, valid, binding and enforceable in
accordance with their respective terms.
ARTICLE 4.2. Representations and Warranties. Borrower represents and warrants to the
Administrative Agent and the Lenders as follows: (a) after giving effect to this Amendment, no
Default exists; and (b) after giving effect to this Amendment, the representations and warranties
set forth in the Loan Documents are true and correct in all material respects on and as of the
effective date hereof with the same effect as though made on and as of such date except with
respect to any representations and warranties limited by their terms to a specific date.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 3
ARTICLE 4.3. Survival of Representations and Warranties. All representations and
warranties made in this Amendment survive the execution and delivery of this Amendment, and no
investigation by the Administrative Agent or any Lender or any closing shall affect the
representations and warranties or the right of the Administrative Agent or any Lender to rely upon
them.
ARTICLE 4.4. Reference to Agreement. Each of the Loan Documents, including the
Agreement and any and all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby,
are amended so that any reference in such Loan Documents to the Agreement means a reference to the
Agreement as amended hereby.
ARTICLE 4.5. Expenses of Lender; Amendment Fee. As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent in
connection with the preparation, negotiation, and execution of this Amendment, including without
limitation, the costs and fees of Administrative Agents legal counsel. Borrower also agrees to
pay on June 30, 2006 to the Administrative Agent for the account of each Lender (but not to any
Departing Lender), an amendment fee equal to: (a) 2.0 basis points of the Commitment of such Lender
under the Agreement as determined before giving effect to this Amendment (the Existing
Commitment) and (b) 7.5 basis points on the difference between the Existing Commitment of such
Lender and the Commitment of such Lender under the Agreement after giving effect to this Amendment.
ARTICLE 4.6. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder
of this Amendment and the effect thereof shall be confined to the provision so held to be invalid
or unenforceable.
ARTICLE 4.7. Applicable Law. This Amendment is be governed by and construed in
accordance with the laws of the State of Texas and the applicable laws of the United States of
America.
ARTICLE 4.8. Successors and Assigns. This Amendment is binding upon and inures to the
benefit of the Administrative Agent, each Lender, each Departing Lender and Borrower and their
respective successors and assigns, except Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Lenders. Any assignment in
violation of this Section shall be void.
ARTICLE 4.9. Counterparts. This Amendment may be executed in one or more counterparts
and on telecopy counterparts, each of which when so executed shall be deemed to be an original, but
all of which when taken together shall constitute one and the same agreement.
ARTICLE 4.10. Effect of Waiver. No consent or waiver, express or implied, by the
Administrative Agent or any Lender to or for any breach of or deviation from any covenant,
condition or duty by Borrower or any Guarantor shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty.
ARTICLE 4.11. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment.
ARTICLE 4.12. ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE AGREEMENT
AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 4
Executed as of the date first written above.
|
|
|
|
|
|
EAGLE MATERIALS INC. (formerly Centex Construction Products, Inc.)
|
|
|
By: |
/s/ ARTHUR R. ZUNKER, JR.
|
|
|
|
Arthur R. Zunker, Jr., |
|
|
|
Senior Vice President Finance and Treasurer |
|
|
|
JPMORGAN CHASE BANK, N.A.
(formerly known as JPMorgan Chase Bank and successor by merger to
Bank One, N.A.) individually and as Administrative Agent,
|
|
|
By: |
/s/ DAVID L. HOWARD
|
|
|
|
David L. Howard, Vice President |
|
|
|
|
|
|
|
BRANCH BANKING AND TRUST COMPANY,
individually and as a co-syndication agent
|
|
|
By: |
/s/ TROY R. WEAVER
|
|
|
|
Name: |
Troy R. Weaver |
|
|
|
Title: |
Senior Vice President |
|
|
|
BANK OF AMERICA, N.A., individually and as a co-syndication agent
|
|
|
By: |
/s/ MICHAEL F. MURRAY
|
|
|
|
Name: |
Michael F. Murray |
|
|
|
Title: |
Vice President |
|
|
|
UNION BANK OF CALIFORNIA, N.A., individually and
as a co-documentation agent
|
|
|
By: |
/s/ ALBERT W. KELLEY
|
|
|
|
Name: |
Albert W. Kelley |
|
|
|
Title: |
Vice President |
|
|
|
WELLS FARGO BANK, N.A., individually and as a co-documentation agent
|
|
|
By: |
/s/ LANCE REYNOLDS
|
|
|
|
Name: |
Lance Reynolds |
|
|
|
Title: |
Vice President |
|
|
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 5
|
|
|
|
|
|
PNC BANK, N.A.
|
|
|
By: |
/s/ W. J. BOWNE
|
|
|
|
Name: |
W. J. Bowne |
|
|
|
Title: |
Managing Director |
|
|
|
BANK OF TEXAS, N.A.
|
|
|
By: |
/s/ RYAN SUCHALA
|
|
|
|
Name: |
Ryan Suchala |
|
|
|
Title: |
Vice President |
|
|
|
THE NORTHERN TRUST COMPANY
|
|
|
By: |
/s/ CORY SCHUSTER
|
|
|
|
Name: |
Cory Schuster |
|
|
|
Title: |
Commercial Banking Officer |
|
|
|
COMERICA BANK
|
|
|
By: |
/s/ MARK B. GROVER
|
|
|
|
Name: |
Mark B. Grover |
|
|
|
Title: |
First Vice President |
|
|
|
DEPARTING LENDERS:
|
|
|
|
|
|
BNP PARIBAS
|
|
|
|
|
|
By: |
/s/ DUANE HELKOWSKI
|
|
|
|
Name: |
Duane Helkowski |
|
|
|
Title: |
Managing Director |
|
|
|
|
|
|
By: |
/s/ ANGELA B. ARNOLD
|
|
|
|
Name: |
Angela B. Arnold |
|
|
|
Title: |
Director |
|
|
|
SUNTRUST BANK
|
|
|
By: |
/s/ HEIDI M. KHAMBATTA
|
|
|
|
Name: |
Heidi M. Khambatta |
|
|
|
Title: |
Director |
|
|
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 6
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
By: |
/s/ CHRISTOPHER W. RUPP
|
|
|
|
Name: |
Christopher W. Rupp |
|
|
|
Title: |
Vice President |
|
|
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 7
Guarantor Consent
Each of the undersigned Guarantors: (i) consents and agrees to this Amendment; and (ii) agrees
that the Subsidiary Guaranty shall remain in full force and effect and shall continue to be
the legal, valid and binding obligation of such Guarantor enforceable against it in accordance
with its terms.
|
|
|
|
|
|
GUARANTORS: |
|
|
|
AG SOUTH CAROLINA LLC
AMERICAN GYPSUM COMPANY
AMERICAN GYPSUM MARKETING COMPANY
CCP CEMENT COMPANY
CCP CONCRETE/AGGREGATES LLC
CCP GYPSUM COMPANY
CCP LAND COMPANY
CENTEX CEMENT CORPORATION
HOLLIS & EASTERN RAILROAD COMPANY LLC
ILLINOIS CEMENT COMPANY LLC
MATHEWS READYMIX LLC
M&W DRYWALL SUPPLY COMPANY
MOUNTAIN CEMENT COMPANY
NEVADA CEMENT COMPANY
REPUBLIC PAPERBOARD COMPANY LLC
TEXAS CEMENT COMPANY
WESTERN AGGREGATES LLC (formerly Western Aggregates, Inc.)
WESTERN CEMENT COMPANY OF CALIFORNIA
|
|
|
By: |
/s/ ARTHUR R. ZUNKER, JR.
|
|
|
|
Arthur R. Zunker, Jr., Senior Vice
President Finance |
|
|
and Treasurer of each Guarantor |
|
|
|
CENTEX MATERIALS LLC
TLCC GP LLC
|
|
|
By: |
/s/ ARTHUR R. ZUNKER, JR.
|
|
|
|
Arthur R. Zunker, Jr., Manager of the Guarantors listed |
|
|
|
|
|
|
TLCC LP LLC
|
|
|
By: |
/s/ JOSEPH P. SELLS
|
|
|
|
Joseph P. Sells, Manager and Authorized Officer |
|
|
|
|
|
|
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 8
ATTACHMENT 1
TO
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Lender and Commitments
|
|
|
|
|
Lender |
|
Commitment |
JPMorgan Chase Bank, N.A. |
|
$ |
50,000,000 |
|
Bank of America, N.A. |
|
$ |
50,000,000 |
|
Union Bank of California, N.A. |
|
$ |
50,000,000 |
|
Wells Fargo Bank, N.A. |
|
$ |
50,000,000 |
|
Branch Banking and Trust Company |
|
$ |
45,000,000 |
|
PNC Bank, N.A. |
|
$ |
35,000,000 |
|
Comerica Bank |
|
$ |
30,000,000 |
|
Bank of Texas, N.A. |
|
$ |
20,000,000 |
|
The Northern Trust Company |
|
$ |
20,000,000 |
|
Total |
|
$ |
350,000,000 |
|
|
|
|
|
|