|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/27/15 Eagle Materials Inc 10-Q 9/30/15 87:8.1M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 698K
2: EX-10.1 Material Contract HTML 27K
3: EX-10.2 Material Contract HTML 61K
4: EX-10.3 Material Contract HTML 57K
5: EX-10.4 Material Contract HTML 96K
11: EX-95 Mine-Safety Disclosure HTML 41K
6: EX-12.1 Statement re: Computation of Ratios HTML 51K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
59: R1 Document and Entity Information HTML 44K
47: R2 Consolidated Statements of Earnings (Unaudited) HTML 76K
57: R3 Consolidated Statements of Comprehensive Earnings HTML 42K
(Unaudited)
61: R4 Consolidated Balance Sheets HTML 110K
81: R5 Consolidated Balance Sheets (Parenthetical) HTML 42K
49: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 108K
56: R7 Basis of Presentation HTML 32K
43: R8 Goodwill and Intangible Assets HTML 101K
34: R9 Acquisitions HTML 91K
82: R10 Cash Flow Information - Supplemental HTML 27K
63: R11 Accounts and Notes Receivable HTML 30K
62: R12 Stockholders' Equity HTML 61K
68: R13 Inventories HTML 48K
69: R14 Accrued Expenses HTML 47K
66: R15 Share-Based Employee Compensation HTML 88K
70: R16 Computation of Earnings Per Share HTML 58K
58: R17 Pension and Employee Benefit Plans HTML 57K
60: R18 Income Taxes HTML 28K
65: R19 Long-Term Debt HTML 73K
87: R20 Segment Information HTML 308K
76: R21 Interest Expense HTML 52K
53: R22 Commitments and Contingencies HTML 38K
64: R23 Fair Value of Financial Instruments HTML 37K
55: R24 Basis of Presentation (Policies) HTML 27K
26: R25 Goodwill and Intangible Assets (Tables) HTML 91K
77: R26 Acquisitions (Tables) HTML 82K
84: R27 Stockholders' Equity (Tables) HTML 53K
38: R28 Inventories (Tables) HTML 47K
37: R29 Accrued Expenses (Tables) HTML 46K
41: R30 Share-Based Employee Compensation (Tables) HTML 84K
42: R31 Computation of Earnings Per Share (Tables) HTML 56K
44: R32 Pension and Employee Benefit Plans (Tables) HTML 54K
24: R33 Long-Term Debt (Tables) HTML 72K
74: R34 Segment Information (Tables) HTML 304K
51: R35 Interest Expense (Tables) HTML 50K
54: R36 Fair Value of Financial Instruments (Tables) HTML 31K
29: R37 Goodwill And Intangible Assets - Additional HTML 65K
Information (Detail)
86: R38 Schedule of Intangible Assets, Including Impact of HTML 65K
Impairment Charge (Detail)
18: R39 Acquisitions - Additional Information (Detail) HTML 82K
45: R40 Components of Purchase Price Allocation (Detail) HTML 63K
80: R41 Summary of Preliminary Fair Value Estimates of HTML 33K
Identifiable Intangible Assets and
Weighted-Average Useful Lives (Detail)
28: R42 Net Sales and Operating Loss of CRS Proppants HTML 31K
(Detail)
36: R43 Unaudited Pro Forma Results (Detail) HTML 34K
40: R44 Cash Flow Information - Supplemental - Additional HTML 28K
Information (Detail)
48: R45 Accounts and Notes Receivable - Additional HTML 42K
Information (Detail)
23: R46 Summary of Change in Stockholder's Equity (Detail) HTML 62K
33: R47 Stockholders' Equity - Additional Information HTML 37K
(Detail)
20: R48 Schedule of Inventories (Detail) HTML 43K
79: R49 Schedule of Accrued Expenses (Detail) HTML 54K
27: R50 Share-Based Employee Compensation - Additional HTML 89K
Information (Detail)
75: R51 Weighted-Average Assumptions Used to Value Option HTML 36K
Awards (Detail)
30: R52 Stock Option Activity (Detail) HTML 52K
46: R53 Stock Options Outstanding (Detail) HTML 61K
19: R54 Calculation of Basic and Diluted Common Shares HTML 41K
Outstanding (Detail)
22: R55 Components of Net Periodic Cost (Detail) HTML 41K
39: R56 Income Taxes - Additional Information (Detail) HTML 26K
25: R57 Long-Term Debt (Detail) HTML 38K
83: R58 Long-Term Debt - Additional Information (Detail) HTML 113K
50: R59 Amount Outstanding of Tranches - Two Thousand Five HTML 36K
Note Purchase Agreement (Detail)
67: R60 Amount Outstanding of Tranches - Two Thousand HTML 38K
Seven Note Purchase Agreement (Detail)
32: R61 Segment Information - Additional Information HTML 46K
(Detail)
35: R62 Financial Information Related to Operations by HTML 96K
Segment (Detail)
73: R63 Segment Breakdown of Goodwill (Detail) HTML 32K
71: R64 Summarized Financial Information for Joint Venture HTML 53K
Unconsolidated (Detail)
52: R65 Interest Expense, Net (Detail) HTML 35K
72: R66 Commitments and Contingencies - Additional HTML 30K
Information (Detail)
31: R67 Fair Value of Senior Notes (Detail) HTML 34K
85: XML IDEA XML File -- Filing Summary XML 146K
21: EXCEL IDEA Workbook of Financial Reports XLSX 81K
12: EX-101.INS XBRL Instance -- exp-20150930 XML 2.29M
14: EX-101.CAL XBRL Calculations -- exp-20150930_cal XML 179K
15: EX-101.DEF XBRL Definitions -- exp-20150930_def XML 487K
16: EX-101.LAB XBRL Labels -- exp-20150930_lab XML 1.05M
17: EX-101.PRE XBRL Presentations -- exp-20150930_pre XML 822K
13: EX-101.SCH XBRL Schema -- exp-20150930 XSD 166K
78: ZIP XBRL Zipped Folder -- 0001564590-15-008677-xbrl Zip 152K
Exhibit 10.4
Execution Version
AMENDMENT NO. 1 TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of August 10, 2015, is entered into by and among Eagle Materials Inc., as the Borrower, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below.
WITNESSETH
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Third Amended and Restated Credit Agreement, dated as of October 30, 2014 (the "Existing Credit Agreement" and as may be amended, restated, supplemented or otherwise modified from time to time (including by this Amendment), the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to certain amendments to the Existing Credit Agreement; and
WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.Amendments to Existing Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Existing Credit Agreement is hereby amended as follows:
(a)The definition of "Change in Control" appearing in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirely to read as follows:
"Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing 50% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated, appointed or approved by the board of directors of the Borrower nor (ii) appointed by directors so nominated, appointed or approved.
Section 2.Conditions of Effectiveness. This Amendment shall become effective on the date hereof (the "Amendment No. 1 Effective Date") upon the satisfaction of the following conditions precedent:
(a)The Administrative Agent shall have received counterparts to this Amendment, duly executed by each of the Borrower, the Required Lenders and the Administrative Agent.
(a)
ACTIVE 209512847v.4
(b)The Administrative Agent shall have received payment of the Administrative Agent's and its affiliates' fees and reasonable out-of-pocket expenses (including reasonable out-of-pocket foes and expenses of counsels for the Administrative Agent) in connection with this Amendment and the other Loan Documents, and for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 1 Effective Date, in each case, to the extent payment is required by Section 9.03(a) of the Credit Agreement.
Section 3.Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:
(a)This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity.
(b)Immediately after giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects), on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) on and as of such earlier date.
(c)Immediately before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
Section 4.Effect on Credit Agreement.
(a)Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,' "herein" or words of like import shall mean and be a reference to such Agreement, as amended and modified hereby.
(b)Except as specifically amended and modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall neither, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
Section 5. GOVERNING LAW.THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
Section 7. Counterparts. This Amendment may be executed by one or more of the parties to this Arnendn1ent on any nu1nber of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or PDF copy of any signature hereto shall have the same effect as the original thereof.
[The remainder of this page is intentionally blank.]
2
ACTIVE 209512847v.4
IN WITN ESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
EAGLE MATERIALS INC., as the Borrower
By: /s/ D. Craig Kesler
Name: D. Craig Kesler
Title: Executive Vice President - Finance and Administration and Chief Financial Officer
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
JPMORGAN CHASE BANK, N.A., as
Administrative Agent, the Issuing Bank, the Swingline Lender and a Lender
By: /s/ Maria Riaz
Name: MARIA RIAZ
Title: VICE PRESIDENT
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
By: /s/ Jennifer Yan
Name: Jennifer Yan
Title: Senior Vice President
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
BRANCH BANKING AND TRUST COMPANY
By: /s/ Allon K. King
Name: Allon K. King
Title: Senior Vice President
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
By: /s/ Andrew M. Widmer
Name: Andrew M. Widmer
Title: Vice President
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
REGIONS BANK
By:
Name:
Title:
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
SUNTRUST BANK
By:
Name:
Title:
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Christopher Keenan
Name: Christopher Keenan
Title: Assistant Vice President
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
By: /s/ Mike Meredith
Name: Mike Meredith
Title: Senior Vice President
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
By: /s/ John Canty
Name: John Canty
Title: Senior Vice President
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
AMEGY BANK NATIONAL ASSOCIATION
By: /s/ Daniel L. Cox
Name: Daniel L. Cox
Title: Senior Vice President
Signature Page to Amendment No. 1 to Third A&R Credit Agreement
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/27/15 | |||
| For Period end: | 9/30/15 | |||
| 8/10/15 | 4, 8-K | |||
| 10/30/14 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/23 Eagle Materials Inc. 10-K 3/31/23 103:22M Donnelley … Solutions/FA 5/20/22 Eagle Materials Inc. 10-K 3/31/22 106:23M Donnelley … Solutions/FA 5/21/21 Eagle Materials Inc. 10-K 3/31/21 114:23M ActiveDisclosure/FA |