AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
4.1
AMENDMENT
NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
This
Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of March
1, 2007 (this “Amendment”), among U.S. Concrete, Inc., a Delaware
corporation (the “Borrower”), the Lenders, the Issuers and Citicorp north
america, Inc., as agent for the Lenders and the Issuers and as agent for the
Secured Parties under the Collateral Documents (in such capacity, the
“Administrative Agent”); Bank of America, N.A., in its capacity as
syndication agent for the Lenders and the Issuers (the “Syndication
Agent”) and JPMorgan Chase Bank, in its capacity as documentation agent for
the Lenders and the Issuers (the “Documentation Agent”).
PRELIMINARY
STATEMENTS
Capitalized
terms defined in the Credit Agreement (as defined below) and not otherwise
defined in this Amendment are used herein as therein defined.
The
Borrower, the Lenders, the Issuers, the Administrative Agent, the Syndication
Agent and the Documentation Agent are parties to that certain Amended and
Restated Credit Agreement dated as of June 30, 2006 (as the same has been
amended, supplemented or otherwise modified from time to time until the date
hereof, the “Credit Agreement”).
The
Borrower has requested a Facilities Increase in an aggregate principal amount
not to exceed $45 million (the “Increase”).
Certain
Lenders have committed to participate in the Increase severally, but not
jointly, in an aggregate principal amount up to $45 million, upon the terms
and
subject to the conditions set forth herein.
The
parties hereto also agree to amend the Credit Agreement upon the terms and
subject to the conditions set forth herein.
SECTION
1. Amendments.
Subject to the satisfaction of the conditions precedent set forth in
Section 2
hereof, the Credit Agreement is hereby amended as follows:
(a)
Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended by (i)
inserting the following definitions in the appropriate place to preserve the
alphabetical order of the definitions therein:
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“Contingent
Guaranty Obligations” means the obligations of the Borrower pursuant
to that certain Guaranty among Borrower,
Xxx. X. Xxxx Co. and the Michigan Joint Venture of obligations of
Borrower
and its Subsidiariesincurred in connection with the creation and
operation of the
Michigan Joint Venture of a type customarily incurred in similar
transactions, in each case, in scope and amount reasonably acceptable
to
the Administrative Agent, not constituting
Indebtedness.
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“Contingent
Pension Obligations” means the obligations of the Borrower and its
Subsidiaries pursuant to
that certain Agreement Approving Asset Sale among the Central States,
Southeast and Southwest Areas Pension Fund, the Michigan Joint Venture,
Xxx. X. Xxxx Co., Borrower, Superior Materials, Inc. and Xxxxx Gravel
Company (substantially in the form of the draft of such agreement
provided
to the Administrative Agent on February 21, 2007, without giving
effect to
any amendments, supplements or other modifications thereto which
are
materially adverse to the interests of the Lenders) and any other
obligations pertaining to the Michigan Joint Venture that may arise
under
ERISA or other pension benefit laws.
“Michigan
Joint Venture” means the joint venture among B.W.B, Inc. of Michigan,
Superior Materials, Inc., USC Michigan, Inc., Builders’ Redi-Mix, LLC and
Xxxxx Gravel Company, and Xxx. X. Xxxx Co., which will be in the
form of a
Michigan limited liability company. As soon as practicable, the parties
currently intend to change the name of the Michigan Joint Venture
to
“Superior Materials, LLC.”
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and (ii) amending
and
restating the following definitions in their entirety as follows:
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“Excluded
Joint Ventures” means, as of any date of determination, any joint
venture (including (a) any Subsidiary which is a not a Wholly Owned
Subsidiary and (b) any Person that at the time of the initial creation
thereof constituted an Excluded Joint Venture but has since become
a
Wholly Owned Subsidiary as to which no election has been made pursuant
to
the definition of “Subsidiary” below) in respect of which the aggregate of
all consideration paid in connection with the acquisition or formation
of
such joint venture by the Borrower or any of its Subsidiaries (including
all assets contributed to such joint venture by the Borrower or any
of its
Subsidiaries, all transaction costs, and all Indebtedness or other
obligations (in each case whether contingent or otherwise, but not
including Contingent Pension Obligations or the Contingent Guaranty
Obligations), including any contractually binding commitment to make
future capital contributions, incurred or assumed in connection therewith
does not exceed $40,000,000 (valued at book value and excluding the
value
of any goodwill attributable to any such assets so contributed and
net of
the aggregate amount of all returns of capital, dividends, similar
distributions to or reimbursements of transaction costs and/or indemnity
claims received by the Borrower or any of its Subsidiaries from the
date
of the creation of the
Michigan Joint Venture).
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“Subsidiary”
means, with respect to any Person, any corporation, partnership,
limited
liability company or other business entity of which an aggregate
of 50% or
more of the outstanding Voting Stock is, at the time, directly or
indirectly, owned or controlled by such Person or one or more Subsidiaries
of such Person; provided, that the
Michigan Joint Venture shall not be a “Subsidiary”, with
respect to any Person unless the Borrower shall so elect and notify
the
Administrative Agent thereof.
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“Swing
Loan Sublimit” means $15,000,000.
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(b) Section
7.12 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement
is hereby amended by amending and restating clause (f) thereof in its
entirety as follows:
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(f) The
provisions of this Section 7.12 shall not apply to any Excluded
Foreign Subsidiary, Excluded Subsidiary or Excluded Joint Venture
to the
extent the same is not otherwise required to become a Guarantor
hereunder. The Borrower may maintain a Securities Account with
Xxxxxxx Xxxxx which is not a Control Account for the sole purpose
of
depositing therein deferred compensation payments on behalf of its
employees and officers in accordance with the Borrower’s existing
incentive plan for which accounts are maintained at Xxxxxxx Xxxxx
(or any
of its Affiliates), so long as the aggregate amount from time to
time on
deposit therein does not exceed $10,000,000 (the “Xxxxxxx Xxxxx
Account”).
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(c) Section
8.1 (Indebtedness) of the Credit Agreement is hereby amended by replacing
the reference to “$10,000,000” with “$25,000,000” in clause (j)
thereof.
(d) Section 8.3
(Investments) of the Credit Agreement is hereby amended by amending and
restating clause (k) thereof in its entirety as follows:
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(k) Investments
in Excluded Joint Ventures; provided that the aggregate outstanding
amount of all such Investments shall not exceed $40,000,000 at the
time of
the making of such Investments and net of the aggregate amount of
all
returns of capital, dividends, similar distributions to or reimbursements
of transaction costs and/or indemnity claims received by the Borrower
or
any of its Subsidiaries from the date of the creation of the
Michigan Joint Venture.
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(e) Section
8.4 (Sale of Assets) of the Credit Agreement is hereby amended by (i)
replacing the “; and” at the end of clause (f) thereof with “;”, (ii)
replacing the “.” at the end of clause (g) thereof with “; and” and (iii)
inserting after clause (g) thereof the following as a new clause
(h) thereof:
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(h) the sale or
disposition of Inventory and other personal property of the Borrower
and
its Subsidiaries to the
Michigan Joint Venture; provided, however, that with respect
to any such Asset Sale pursuant to this clause (h), (i) such Asset
Sale, in the case of Inventory, shall be for Fair Market Value and
the
consideration therefore must be received within 120 days after such
disposition, (ii) such Asset Sale, in the case of prepaid assets,
shall be
valued at the book value thereof at the time of such disposition
(and the
amount of such prepaid assets shall not exceed $1,000,000), and (iii)
the
aggregate Fair Market Value or then current book value, as the case
may
be, of the assets so disposed of shall not exceed
$5,000,000.
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(f) Section
8.5 (Restricted Payments) of the Credit Agreement is hereby amended by
amending and restating clause (d) thereof in its entirety as
follows:
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(d) as long as
no Default or Event of Default has occurred and is then continuing
both
before and after giving effect to any such Restricted Payment, Restricted
Payments made by the Borrower in an aggregate amount not to exceed
$20,000,000; provided, that the Available Credit (after giving
effect to such proposed Restricted Payment) at such time exceeds
$40,000,000.
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(g) Section
8.9 (Transactions with Affiliates) of the Credit Agreement is hereby amended
and restated in its entirety as follows:
The
Borrower shall not, nor shall it permit any of its Subsidiaries to, except
as
otherwise expressly permitted herein, do any of the following: (a) make any
Investment in an Affiliate of the Borrower that is not the Borrower or a
Subsidiary of the Borrower (other than permitted under Section 8.3
(Investments)), (b) transfer, sell, lease, assign or otherwise dispose
of any asset to any Affiliate of the Borrower that is not a Subsidiary of the
Borrower (other than Asset Sales permitted under Section 8.4 (Sale of Assets)
or Restricted Payments permitted under Section 8.5 (Restricted
Payments)), (c) merge into or consolidate with or purchase or acquire
assets from any Affiliate of the Borrower that is not the Borrower or a
Subsidiary of the Borrower (other than permitted under Section 8.7
(Restriction on Fundamental Changes; Permitted Acquisitions)) or
(d) enter into any other transaction directly or indirectly with or for the
benefit of any Affiliate of the Borrower that is not a
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Guarantor (including
guaranties and assumptions of obligations of any such Affiliate), except for,
(i) transactions in the ordinary course of business on a basis no less
favorable to the Borrower or, as the case may be, such Subsidiary thereof as
would be obtained in a comparable arm’s length transaction with a Person not an
Affiliate thereof, (ii) salaries and other director or employee
compensation to officers or directors of the Borrower or any of its Subsidiaries
commensurate with current compensation levels (or reimbursement of reasonable
expenses and advances made in the ordinary course of business), (iii)
transactions among the Borrower and its Wholly Owned Subsidiaries and amongst
Wholly Owned Subsidiaries, (iv) transactions contemplated pursuant to the
agreements listed on Schedule 8.9 and (v) transactions among the Borrower or
a
Subsidiary of the Borrower and an Affiliate of the Borrower that is not the
Borrower or a Subsidiary of the Borrower on a basis no less favorable to the
Borrower or, as the case may be, such Subsidiary thereof, as would be obtained
in a comparable arm’s length transaction with a Person not an Affiliate thereof,
if otherwise permitted under this Agreement or the other Loan
Documents.
(h) On
the Effective Date the Revolving Credit Commitments of the Lenders (including
any New Lenders (as defined below)) shall be as set forth on the schedule
attached hereto as Exhibit A and Schedule 8.9 attached hereto as Exhibit B
shall
be attached to the Credit Agreement as a new Schedule 8.9 (Michigan
Joint Venture Agreements) thereto.
SECTION
2. Conditions to
Effectiveness. This Amendment and the Increase shall become effective
on the date when each of the following conditions precedent have first been
satisfied (the “Effective Date”):
(a) Certain
Documents. The Administrative Agent shall have received counterparts
of each of the following, each dated the Effective Date (unless otherwise agreed
by the Administrative Agent), in form and substance satisfactory to the
Administrative Agent:
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(i) this
Amendment executed by the Borrower, the Administrative Agent, the
Requisite Lenders and each existing Lender participating in the
Increase;
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(ii) a consent
and reaffirmation in respect of this Amendment in the form attached
hereto, executed by each Guarantor;
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(iii) an
assumption agreement by each Eligible Assignee or Affiliate or Approved
Fund participating in the Increase that is not an existing Lender
(each a
“New Lender”), in form and substance satisfactory to the
Administrative Agent and duly executed by the Borrower, the Administrative
Agent and such New Lender;
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(iv) certified
copies of resolutions of the Board of Directors of each Loan Party
approving the consummation of the Increase and the execution, delivery
and
performance of the Amendment and the other documents to be executed
in
connection herewith;
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(v) an opinion
of counsel for the Loan Parties, addressed to the Agents and the
Lenders
and any New Lenders and in form and substance and from counsel reasonably
satisfactory to the Administrative Agent; and
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(vi) such other
documents as the Administrative Agent may reasonably request or as
any
Lender and any New Lender participating in the Increase may reasonably
require as a condition to its commitment to participate in the
Increase.
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(b) Fees
and Expenses Paid. There shall have been paid to the
Administrative Agent, for the account of the Agents and the Lenders
(including any New Lender), as applicable, all fees and reasonable
out-of-pocket expenses (including reasonable fees and expenses of
counsel)
due and payable on or before the Effective Date (including all such
fees
described herein).
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(c) Other
Conditions. (i) The conditions precedent set forth in
Section 3.2 (Conditions Precedent to Each Loan and Letter of
Credit)
of the Credit Agreement shall have been satisfied both before
and
after giving effect to the Increase, (ii) the Increase shall be made
on the terms and conditions set forth in Section 2.1(b)(i) (Facilities
Increase) of the Credit Agreement and (iii) the Borrower shall be
in compliance with Article V (Financial Covenants) of the Credit
Agreement on the Effective Date for the most recently ended Fiscal
Quarter
on a pro forma basis both before and after giving effect to the Increase
(as though the Covenant Commencement Date has
occurred).
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SECTION
3. Construction
with the Loan Documents.
(a) On
and after the Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words
of like import, and each reference in the other Loan Documents to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby, and this Amendment and the Credit Agreement shall be read together
and
construed as a single instrument. The table of contents, signature pages
and list of Exhibits and Schedules of the Credit Agreement shall be deemed
modified to reflect the changes made by this Amendment.
(b) Except
as expressly amended hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and
effect and are hereby ratified and confirmed, including the respective
guarantees and security interests granted pursuant to the respective Loan
Documents.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy
of
the Lenders, the Issuers, the Arrangers or the Agents under any of the Loan
Documents, nor constitute a waiver or amendment of any provision of any of
the
Loan Documents or for any purpose except as expressly set forth
herein.
(d) This
Amendment is a Loan Document.
(e) This
Amendment shall not extinguish, discharge or release the Lien or priority of
any
Loan Document or any other security therefor or any guarantee thereof. The
Credit Agreement and each of the other Loan Documents shall remain in full
force
and effect, except as modified hereby in connection herewith.
SECTION
4. Governing
Law. This Amendment is governed by, and shall be construed in accordance
with, the law of the State of New York.
SECTION
5. Representations
And Warranties. The Borrower hereby represents and warrants that each
of the representations and warranties made by it in the Credit Agreement, as
amended hereby, and the other Loan Documents to which it is a party, shall
be
true and correct in all material respects on and as of the date hereof (other
than representations and warranties in any such Loan Document which expressly
speak as of a specific date, which shall have been true and correct in all
material respects as of such specific date) and no Default or Event of Default
has occurred and is continuing as of the date hereof.
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SECTION
6. Certain
Fees. As consideration for participation in the Increase, the Borrower
and each other Loan Party jointly and severally agree to pay to the
Administrative Agent for the account of each Lender participating in the
Increase (including any New Lender), a fee equal to 0.10% of the aggregate
principal amount of the Increase. The Administrative Agent shall allocate
such funds among the such Lenders (including any New Lender) on a pro
rata basis in accordance with their respective commitments with respect to
the Increase.
SECTION
7. Release of
Excluded Collateral. Upon written notice to the Administrative Agent
by the Borrower of the creation of the
Michigan Joint Venture and the contribution of assets to the
Michigan Joint Venture as contemplated by the agreements described in
Schedule 8.9, the Administrative Agent shall deliver to the Borrower, at the
Borrower’s expense, releases and discharges of Excluded Collateral in form and
substance reasonably requested by the Borrower.
SECTION
8. Execution in
Counterparts. This Amendment may be executed in any number of
counterparts and by different parties in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document.
Delivery of an executed counterpart by telecopy shall be effective as delivery
of a manually executed counterpart of this Amendment.
[SIGNATURE
PAGES
FOLLOW]
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IN
WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
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U.S.
CONCRETE, INC.
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as
Borrower
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By:
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/s/ Xxxxxx
X.
Xxxxx
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Name:
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Xxxxxx X.
Xxxxx
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Title:
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Senior Vice
President and Chief
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Financial
Officer
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CITICORP
NORTH
AMERICA, INC.,
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as
Administrative Agent, Swing Loan Lender and Lender
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By:
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/s/ Xxxxx
X.
Xxxxxxx
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Name:
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Xxxxx X.
Xxxxxxx
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Title:
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Vice President
and
Director
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BANK
OF AMERICA, N.A.,
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as Syndication
Agent and Lender
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By:
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/s/ Xxx
X.
Xxxxxxxxxxx
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Name:
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Xxx
X.
Xxxxxxxxxxx
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Title:
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Senior Vice
President
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JPMORGAN
CHASE BANK,
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as Documentation
Agent and Lender
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By:
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/s/ Xxxxxxxx
Jeans
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Name:
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Xxxxxxxx
Jeans
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Title:
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Vice
President
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BRANCH
BANKING AND
TRUST CO.,
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as
Lender
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By:
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/s/ Xxxx X.
Xxxxxx
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Name:
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Xxxx X.
Xxxxxx
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Title:
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Senior
Vice
President
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CAPITAL
ONE, N.A.,
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as
Lender
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By:
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/s/ Xxxxx
Xxxxxxx
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Name:
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Xxxxx
Xxxxxxx
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Title:
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Senior Vice
President
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COMERICA
BANK,
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as
Lender
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By:
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/s/ Xxxxxxx
X.
Xxxxxxx
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Name:
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Xxxxxxx
X.
Xxxxxxx
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Title:
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Vice
President
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CONSENT
AND REAFFIRMATION OF GUARANTORS
Dated
as of
March 1,
2007
Each
of the undersigned, as a Guarantor under the Guaranty dated as of March 12,
2004
(the “Guaranty”), and as a Loan Party under each Collateral Document to
which it is a party, hereby consents to that certain Amendment No. 1 to Amended
and Restated Credit Agreement dated as of the date hereof and to which this
consent and reaffirmation is attached (the “Amendment”) and hereby
confirms and agrees that notwithstanding the effectiveness of the Amendment
and
the Increase thereunder and as defined therein, the Guaranty and all Liens
granted by it pursuant to the Collateral Documents are, and shall continue
to
be, in full force and effect and are hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of the Amendment, each
reference in the Guaranty and such Collateral Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import
shall mean and be a reference to the Credit Agreement, as amended by the
Amendment.
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AMERICAN
CONCRETE
PRODUCTS, INC.
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ATLAS-T
UCK CONCRETE,
INC.
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B
EALL
INDUSTRIES, INC.
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B
EALL
MANAGEMENT, INC.
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C
ENTRAL
C ONCRETE S UPPLY
CO., INC.
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C
ENTRAL
P RECAST CONCRETE,
INC.
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R
XXXX
MIX C ONCRETE C OMPANY
OF KNOXVILLE
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SAN
D IEGO P RECAST CONCRETE,
INC.
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S
IERRA
PRECAST, INC.
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S
MITH
PRE-CAST,
INC.
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By:
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/s/ Xxxxx
Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Vice
President
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E
ASTERN
C ONCRETE MATERIALS,
INC.
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K
XXXX
G RAVEL COMPANY
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S
UPERIOR
MATERIALS, INC.
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T
ITAN
C ONCRETE INDUSTRIES,
INC.
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By:
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/s/ Xxxxx
Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Vice President
& Secretary
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USC
PAYROLL, INC.
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By:
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/s/ Xxxxx
Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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President
&
Treasurer
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B
EALL
C ONCRETE ENTERPRISES,
LTD.
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By:
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B
EALL
MANAGEMENT, INC.,
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its General
Partner
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By:
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/s/ Xxxxx
Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Vice
President
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A
LLIANCE
HAULERS, INC.
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A
LBERTA
INVESTMENTS, INC.
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B
RECKENRIDGE READY-MIX,
INC.
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B
UILDERS’
REDI-MIX, LLC
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BWB,
INC. OF
MICHIGAN
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C
ENTRAL
C ONCRETE CORP.
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I
NGRAM
ENTERPRISES, L.P.
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I
NGRAM
E NTERPRISES MANAGEMENT,
INC.
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REDI-MIX
CONCRETE,
L.P.
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REDI-MIX
GP, LLC
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REDI-MIX,
L.P.
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REDI-MIX
MANAGEMENT,
INC.
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S
UPERIOR
C ONCRETE MATERIALS,
INC.
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U.S. C
ONCRETE ON-SITE,
INC.
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USC GP,
INC.
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By:
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/s/ Xxxx
Xxxxxxxx
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Name:
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Xxxx
Xxxxxxxx
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Title:
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Vice President
& Secretary
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C
ONCRETE
XXXI ACQUISITION,
INC.
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C
ONCRETE
XXXII ACQUISITION,
INC.
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C
ONCRETE
XXXIII ACQUISITION,
INC.
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C
ONCRETE
XXXIV ACQUISITION,
INC.
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C
ONCRETE
XXXV ACQUISITION,
INC.
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C
ONCRETE
XXXVI ACQUISITION,
INC.
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By:
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/s/ Xxxx
Xxxxxxxx
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Name:
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Xxxx
Xxxxxxxx
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Title:
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President
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USC
ATLANTIC, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Xxxxxxx
X.
Xxxxxx
|
|
|
|
|
Name:
|
Xxxxxxx
X.
Xxxxxx
|
|
Title:
|
President
&
Secretary
|
|
|
|
|
|
|
|
USC
MICHIGAN, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Xxxxxxx
X.
Xxxxxx
|
|
|
|
|
Name:
|
Xxxxxxx
X.
Xxxxxx
|
|
Title:
|
Vice President
& Secretary
|
|
|
|
|
|
|
|
USC
MANAGEMENT CO., L.P.
|
|
|
|
|
|
|
|
|
By:
|
USC GP,
INC., its General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ Xxxx
X.
Xxxxxxxx
|
|
|
|
|
Name:
|
Xxxx X.
Xxxxxxxx
|
|
Title:
|
Vice President
& Secretary
|
|
|
|
|
|
|
|
WYOMING
CONCRETE
INDUSTRIES, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Xxxxxx
X.
Xxxxxxxxx
|
|
|
|
|
Name:
|
Xxxxxx X.
Xxxxxxxxx
|
|
Title:
|
Vice President
& Secretary
|
Exhibit
A
Schedule
I
Commitments
Lender
|
|
Revolving
Credit Commitment ($)
|
|
|
|
|
|
|
|
Citicorp
North America,
Inc.
|
|
$
|
28,000,000
|
|
Bank
of America,
N.A.
|
|
$
|
28,000,000
|
|
JPMorgan
Chase
Bank
|
|
$
|
28,000,000
|
|
Branch
Banking and Trust
Co.
|
|
$
|
26,900,000
|
|
Capital
One,
N.A.
|
|
$
|
17,900,000
|
|
Comerica
Bank
|
|
$
|
11,200,000
|
|
Xxxxx
Fargo Foothill,
N.A.
|
|
$
|
10,000,000
|
|
Total
|
|
$
|
150,000,000
|
|
Exhibit
B
Schedule
8.9
Michigan
Joint Venture Agreements
Each
of
the following entered into in connection with the creation of the Michigan
Joint
Venture:
a. Contribution
Agreement among B.W.B, Inc. of Michigan, Superior Materials, Inc., USC Michigan,
Inc., Builders’ Redi-Mix, LLC, Xxxxx Gravel Company, Xxx. X. Xxxx Co. and the
Michigan Joint Venture.
b. Cement
Rebate Agreement between the Michigan Joint Venture and Borrower.
c. Lease
between Xxxxx Gravel Company and the Michigan Joint Venture.
d. Operating
Agreement among B.W.B, Inc. of Michigan, Superior Materials, Inc., USC Michigan,
Inc., Builders’ Redi-Mix, LLC, Xxxxx Gravel Company, and Xxx. X. Xxxx Co.
e. Administrative
Services Agreement between the Michigan Joint Venture and Borrower.
f. Guarantee
among Xxx. X. Xxxx Co., the Michigan Joint Venture and Borrower.
g. Agreement
Approving Asset Sale among the Central States, Southeast and Southwest Areas
Pension Fund, the Michigan Joint Venture, Xxx. X. Xxxx Co., Borrower, Superior
Materials, Inc. and Xxxxx Gravel Company (substantially in the form of the
draft
of such agreement provided to the Administrative Agent on February 21, 2007,
without giving effect to any amendments, supplements or other modifications
thereto which are materially adverse to the interests of the
Lenders).