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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): October 11, 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 (I.R.S. Employer Identification No.) |
| 3811 Turtle Creek Blvd. #1100 Dallas, Texas (Address of principal executive offices) |
75219 (Zip Code) |
Registrant’s 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)) |
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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
Eagle
Materials Inc. (the “Company”)
is a party to an Amended and Restated Credit Agreement dated as of December 16,
2004, as amended (the “Credit Agreement”), with the banks and financial institutions party thereto,
including JP Morgan 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. On October 11, 2006, the Required Lenders (as defined
in the Credit Agreement) approved a Sixth Amendment to Amended and Restated Credit Agreement dated
as of September 29, 2006 (the “Sixth Amendment”). The Sixth Amendment amends Section 6.04(a) of
the Credit Agreement to allow the Company to make capital contributions or loans to, or acquire
equity interests in, persons who are not Subsidiaries (as defined in the Credit Agreement), in a
transaction not constituting an Acquisition (as defined in the Credit Agreement), so long as: (i)
no Default (as defined in the Credit Agreement) then exists or would result therefrom; and (ii) the
total of all such capital contributions, loans and acquisitions since the Effective Date (as
defined in the Credit Agreement) does not exceed $50,000,000.
The Sixth 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
|
Sixth Amendment to Amended and Restated Credit Agreement dated as of September 29, 2006. |
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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 Name: Arthur R. Zunker Title: Senior Vice President - Finance and Treasurer |
Date: October 17, 2006
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 4.1 | Sixth Amendment to Amended and Restated Credit Agreement dated as of September 29, 2006. | |
EXHIBIT 4.1
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated
effective as of September 29, 2006 is among EAGLE MATERIALS INC. (who was formerly Centex
Construction Products, Inc. and herein the “Borrower”), each lender party hereto
(individually a “Lender” and collectively the “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, that
certain Fourth Amendment to Amended and Restated Credit Agreement dated as of March 20, 2006 and
that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of June 30, 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.
Borrower, the Administrative Agent and the 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:
ARTICLE 1.
Definitions
Section 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
Section 2.1. Amendment to Section 6.04(a). Clause (a) of Section 6.04 of the Agreement
is amended in its entirety to read as follows:
(a) acquisitions by the Borrower or a Subsidiary of Equity Interests in, and
capital contribution made by the Borrower or a Subsidiary to, one or more Persons
who are not Subsidiaries in a transaction not constituting an Acquisition and
loans and advances by the Borrower or any Subsidiary to one or more Persons that
are not Subsidiaries so long as in each case: (i) no Default then exists or would
result therefrom and (ii) the sum of the following does not exceed $50,000,000 at
any time: (A) the
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 1
aggregate total of all Purchase Prices paid for all such
acquisitions consummated under the permissions of this clause (a) since the Effective Date (including, if
applicable, the then proposed acquisition); plus (B) aggregate amount of capital
contributions made under the permissions of this clause (a) since the Effective
Date (including, if applicable, the then proposed capital contribution); plus (C)
the then aggregate outstanding principal amount of all loans and advances made
under the permissions of this clause (a) (including, if applicable, the then
proposed loans and advances);
ARTICLE 3.
Miscellaneous
Section 3.1. 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.
Section 3.2. 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.
Section 3.3. 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.
Section 3.4. 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.
Section 3.5. Expenses of Lender. 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 Agent’s legal counsel.
Section 3.6. 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.
Section 3.7. 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.
Section 3.8. Successors and Assigns. This Amendment is binding upon and inures to the
benefit of the Administrative Agent, each Lender and Borrower and their respective successors and
assigns, except
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 2
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.
Section 3.9. 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.
Section 3.10. 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.
Section 3.11. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment.
Section 3.12. 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.
Section 3.13. Required Lenders. The amendment to the Agreement contemplated by this
Amendment may be granted with the agreement of the Required Lenders which means Lenders having
Revolving Credit Exposures and unused Commitments representing at least 51% of the sum of the total
Revolving Credit Exposures and unused Commitments at such time (such percentage applicable to a
Lender, herein such Lender’s “Required Lender Percentage”). For purposes of determining
the effectiveness of this Amendment, each Lender’s Required Lender Percentage is set forth on
Schedule 1 hereto.
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 | ||||
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 3
| BRANCH BANKING AND TRUST COMPANY, individually and as a co-syndication agent |
||||
| By: | /s/ ERIC SEARLS | |||
| Name: | Eric Searls | |||
| Title: | Assistant 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 | |||
| PNC BANK, N.A. |
||||
| By: | /s/ W. J. BOWNE | |||
| Name: | W. J. Bowne | |||
| Title: | Managing Director | |||
| BANK OF TEXAS, N.A. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| THE NORTHERN TRUST COMPANY |
||||
| By: | /s/ CORY SCHUSTER | |||
| Name: | Cory Schuster | |||
| Title: | Second Vice President | |||
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 4
| COMERICA BANK |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 5
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/ JOHN R. BREMNER | |||
| John R. Bremner, Manager and Authorized Officer | ||||
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 6
Schedule 1
to
Sixth Amendment to Amended and Restated Credit Agreement
to
Sixth Amendment to Amended and Restated Credit Agreement
REQUIRED LENDER PERCENTAGE
| Lenders Agreeing to | ||||||||||||
| Consent Letter (insert % from prior | ||||||||||||
| column if Lender signs Consent | ||||||||||||
| Lender | Commitment | Required Lender % | Letter then total % in this column) | |||||||||
JPMorgan Chase Bank, N.A. |
$ | 50,000,000 | 14.285714286 | % | 14.285714286 | % | ||||||
Bank of America, N.A. |
$ | 50,000,000 | 14.285714286 | % | 14.285714286 | % | ||||||
Union Bank of California, N.A. |
$ | 50,000,000 | 14.285714286 | % | 14.285714286 | % | ||||||
Wells Fargo Bank, N.A. |
$ | 50,000,000 | 14.285714286 | % | 14.285714286 | % | ||||||
Branch Banking and Trust Company |
$ | 45,000,000 | 12.857142857 | % | 12.857142857 | % | ||||||
PNC Bank, N.A. |
$ | 35,000,000 | 10.000000000 | % | 10.000000000 | % | ||||||
Comerica Bank |
$ | 30,000,000 | 8.571428571 | % | 00.00 | % | ||||||
Bank of Texas, N.A. |
$ | 20,000,000 | 5.714285714 | % | 00.00 | % | ||||||
The Northern Trust Company |
$ | 20,000,000 | 5.714285714 | % | 5.714285714 | % | ||||||
Total |
$ | 350,000,000 | 100 | % | 85.71 | % | ||||||
Schedule 1 — Solo Page