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Delaware
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000-26025
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76-0586680
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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·
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reducing
the facility size from $150 million to $90
million;
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·
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increasing
the pricing on drawn revolver loans from the current Eurodollar-based rate
(“LIBOR”) plus 2.25% to LIBOR plus 4.00% and eliminating the
availability-based pricing grid, and increasing the commitment fees on the
unused portion of the facility from 0.25% to
0.75%;
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·
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temporarily
reducing the minimum availability trigger at which the Company must
maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 from $25
million to (i) from the effective date of the Amendment through March 10,
2010 (or such earlier date on which the Company elects to deliver the
first weekly borrowing base certificate), $22.5 million and (ii)
thereafter through April 30, 2010, $20 million, in each case, such amount
to revert back to $25 million upon the earlier of (i) the Company’s
delivery of notice to the lenders of its intent to make payment on the 8
3/8% Senior Subordinated Notes due 2014 (the “Notes”) or any other
subordinated debt and (ii) May 1,
2010;
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·
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implementing
permanent cash dominion by the lenders over the deposit accounts of the
Company and guarantors, subject to exceptions for specific accounts and
threshold dollar amounts;
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·
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modifying
the borrowing base formula to include a $20 million cap on the value of
concrete trucks and mixing drums to be included in the borrowing
base;
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·
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increasing
the borrowing base reporting to a weekly
basis;
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·
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waiving
the solvency representation and warranty through April 30,
2010;
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·
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permitting
the Company to prepay or redeem the Notes with the proceeds of permitted
subordinated debt and/or an equity issuance, but not
cash;
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·
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modifying
certain negative covenants including, among other things: (i) eliminating
the general restricted payments, lien and investment baskets; (ii) adding
new restrictions on the Company’s ability to sell or incur liens on
certain assets, including owned real property of the Company and its
subsidiaries; (iii) adding new restrictions on the Company’s ability to
form, acquire or enter into any new joint venture or partnership or create
any new foreign subsidiary; (iv) reducing the basket for permitted debt of
the Michigan joint venture from $20 million to $17.5
million; (v) limiting investments by the Company and its
subsidiaries in the Michigan joint venture to $2.25 million in any fiscal
quarter and $5 million for the remaining term of the Credit Agreement; and
(vi) limiting the Company’s ability to consummate permitted acquisitions
and incur or assume debt at the time the acquisition is consummated;
and
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·
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adding
a new event of default under the Credit Agreement if the Company or any of
its domestic subsidiaries contests the enforceability of the subordination
provisions relating to the Notes and any other subordinated debt, or if
such debt fails to remain subordinated to the Credit
Agreement.
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Exhibit
No.
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Exhibit
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10.1
|
Amendment
No. 4 and Waiver to Amended and Restated Credit Agreement, dated as of
February 19, 2010, among U.S. Concrete, Inc., Citicorp North America Inc.,
Bank of America, N.A., JPMorgan Chase Bank, N.A. and the Lenders and
Issuers named therein.
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99.1
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Press
Release of U.S. Concrete Inc., dated as of February 19,
2010.
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U.S.
CONCRETE, INC.
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||
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Date:
February 22, 2010
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By:
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/s/ Robert D. Hardy
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Name:
Robert D. Hardy
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Title:
Executive Vice President and
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||
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Chief
Financial
Officer
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||
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Exhibit
No.
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Exhibit
|
|
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10.1
|
Amendment
No. 4 and Waiver to Amended and Restated Credit Agreement, dated as of
February 19, 2010, among U.S. Concrete, Inc., Citicorp North America Inc.,
Bank of America, N.A., JPMorgan Chase Bank, N.A. and the Lenders and
Issuers named therein.
|
|
|
99.1
|
|
Press
Release of U.S. Concrete Inc., dated as of February 19,
2010.
|