Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On March 4, 2021, Eagle Materials Inc. (the "Company") entered into Amendment
No. 6 to Third Amended and Restated Credit Agreement with the lenders identified
therein and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank
and swingline lender thereunder ("RCF Amendment No. 6"), which amended that
certain Third Amended and Restated Credit Agreement, dated as of October 30,
2014, by and among the same parties (the "Existing Revolving Credit Agreement"
and, as further amended by RCF Amendment No. 6, the "Amended Revolving Credit
Agreement").
RCF Amendment No. 6 amends the Existing Revolving Credit Agreement to, among
other things, (i) extend the maturity date with respect to the lender
commitments thereunder from August 2, 2022 to August 2, 2023, (ii) modify the
financial covenants to decrease the maximum leverage that the Company (on a
consolidated basis) is required not to exceed, (iii) decrease the pricing of
borrowings based on the then-existing Leverage Ratio, which is defined in the
Amended Revolving Credit Agreement and which is based on the ratio of the
Company's consolidated indebtedness to consolidated EBITDA, and (iv) remove
certain restrictions on the Company's and its Restricted Subsidiaries' (as
defined in the Amended Revolving Credit Agreement) abilities to make Restricted
Payments (as defined in the Amended Revolving Credit Agreement).
The foregoing description of RCF Amendment No. 6 does not purport to be complete
and is qualified in its entirety by reference to RCF Amendment No. 6, which is
attached as Exhibit 10.1 to this Current Report and is incorporated herein by
reference.
Term Loan Amendment
On March 4, 2021, the Company entered into Amendment No. 2 to Credit Agreement
("Term Loan Amendment No. 2"), among the Company, certain banks and financial
institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as
Administrative Agent, which amended that certain Credit Agreement, dated as of
December 20, 2019, by and among the same parties (the "Existing Term Loan
Agreement" and, as amended by Term Loan Amendment No. 2, the "Amended Term Loan
Agreement").
Term Loan Amendment No. 2 amends the Existing Term Loan Credit Agreement to,
among other things, (i) extend the maturity date from August 2, 2022 to
August 2, 2023, (ii) modify the financial covenants to decrease the maximum
leverage that the Company (on a consolidated basis) is required not to exceed,
(iii) decrease the pricing of borrowings based on the Leverage Ratio, which is
defined in the Amended Term Loan Agreement and which is based on the ratio of
the Company's consolidated indebtedness to consolidated EBITDA, and (iv) remove
certain restrictions on the Company's and its Restricted Subsidiaries' (as
defined in the Amended Term Loan Agreement) abilities to make Restricted
Payments (as defined in the Amended Term Loan Agreement).
The foregoing description of Term Loan Amendment No. 2 does not purport to be
complete and is qualified in its entirety by reference to Term Loan Amendment
No. 2, which is attached as Exhibit 10.2 to this Current Report and is
incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amendment No. 6 to Third Amended and Restated Credit Agreement,
dated as of March 4, 2021, by and among Eagle Materials Inc., as the
Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as
the Administrative Agent, Issuing Bank and Swingline Lender
thereunder, as consented to by the subsidiary guarantors listed on the
signature pages thereto.
10.2 Amendment No. 2 to Credit Agreement, dated as of March 4, 2021,
among Eagle Materials Inc., as the Borrower, the Lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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