Contract
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE, dated as of July 5, 2006, among U.S. Concrete, Inc., a
corporation duly organized and existing under the laws of Delaware (the “Company”), the existing
Guarantors named therein (the “Existing Guarantors”), Xxxxx Fargo Bank, National Association, as
trustee (the “Trustee”), Alliance Haulers, Inc., Alberta Investments, Inc., Xxxxxx Enterprises,
L.P., Xxxxxx Enterprises Management, Inc., Redi-Mix, L.P., Redi-Mix Concrete, L.P., Redi-Mix GP,
LLC and Redi-Mix Management, Inc. (collectively, the “Additional Guarantors”), to the Indenture,
dated as of March 31, 2004 (the “Indenture”), among the Company, the Existing Guarantors and the
Trustee.
WITNESSETH:
WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore executed and
delivered the Indenture, providing for the issuance of $200,000,000 in aggregate principal amount
of the Company’s 8 3/8% Senior Subordinated Notes due 2014 (the “Existing Notes”) and any
Additional Notes (as defined in the Indenture) (collectively, the “Notes”);
WHEREAS, Section 4.19 and Section 10.03 of the Indenture provide that the Company shall cause
an additional Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to
which such additional Guarantor will guarantee payment of the Notes on the same terms and
conditions as those set forth in Article 10 of the Indenture;
WHEREAS, Section 9.01 provides that the Company and the Trustee may amend or supplement the
Indenture without the consent of any holder of a Notes to add additional subsidiary guarantors with
respect to the Notes as permitted by the terms of the Indenture; and
WHEREAS, pursuant to the Indenture, the Trustee, the Company, the Existing Guarantors and the
Additional Guarantors are authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
the Company, the Existing Guarantors, the Additional Guarantors and the Trustee hereby agree as
follows:
SECTION 1. Capitalized Terms. Capitalized terms used in this First Supplemental
Indenture and not otherwise defined herein shall have the respective meanings assigned to such
terms in the Indenture.
SECTION 2. Guarantees. Each of the Additional Guarantors hereby agrees, jointly and
severally with the Existing Guarantors, to guarantee the Company’s obligations under the Notes on
the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by
all other applicable provisions of the Indenture. Each Additional Guarantor hereby agrees that a
notation of such Guarantee in substantially the form attached hereto as Exhibit A shall be
endorsed by an officer of such Additional Guarantor on each Note previously authenticated and
delivered by the Trustee.
SECTION 3. Continuing Effect of Indenture. Except as expressly provided herein, all
of the terms, provisions and conditions of the Indenture and the Notes outstanding thereunder shall
remain in full force and effect.
SECTION 4. Construction of First Supplemental Indenture. This First Supplemental
Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall
be construed in connection with and as part of the Indenture. This First Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 5. Trust Indenture Act Controls. If any provision of this First Supplemental
Indenture limits, qualifies or conflicts with another provision of this First Supplemental
Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939 as in
force at the date as of which this First Supplemental Indenture is executed, the provision required
by said Act shall control.
SECTION 6. Trustee Disclaimer. The recitals contained in this First Supplemental
Indenture shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
SECTION 7. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This First Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, as of the day and year first above written.
U.S. CONCRETE, INC. |
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By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Senior Vice President and Chief Financial Officer |
Existing Guarantors: AMERICAN CONCRETE PRODUCTS, INC. ATLAS-TUCK CONCRETE, INC. XXXXX INDUSTRIES, INC. XXXXX MANAGEMENT, INC. CENTRAL CONCRETE SUPPLY CO., INC. CENTRAL PRECAST CONCRETE, INC. EASTERN CONCRETE MATERIALS, INC. XXXXX GRAVEL COMPANY READY MIX CONCRETE COMPANY OF KNOXVILLE SAN DIEGO PRECAST CONCRETE, INC. SIERRA PRECAST, INC. XXXXX PRE-CAST, INC. SUPERIOR MATERIALS, INC. TITAN CONCRETE INDUSTRIES, INC. |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President |
BUILDERS’ REDI-MIX, LLC B.W.B., INC. OF MICHIGAN CENTRAL CONCRETE CORP. SUPERIOR CONCRETE MATERIALS, INC. |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Vice President | |||
XXXXX CONCRETE ENTERPRISES, LTD. |
By: | XXXXX MANAGEMENT, INC., its | |||
General Partner | ||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President |
CONCRETE XXXI ACQUISITION, INC. CONCRETE XXXII ACQUISITION, INC. CONCRETE XXXIII ACQUISITION, INC. CONCRETE XXXIV ACQUISITION, INC. CONCRETE XXXV ACQUISITION, INC. CONCRETE XXXVI ACQUISITION, INC. |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | President |
USC ATLANTIC, INC. U.S. CONCRETE ON-SITE, INC. |
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By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | President |
USC MICHIGAN, INC. USC PAYROLL, INC. USC GP, INC. |
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By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | President |
USC MANAGEMENT CO., L.P. By: USC GP, INC., its General Partner |
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By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | President |
WYOMING CONCRETE INDUSTRIES, INC. |
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By: | /s/ Xxxxxx Xxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxx | |||
Title: | Vice President |
Additional Guarantors: ALLIANCE HAULERS, INC. ALBERTA INVESTMENTS, INC. XXXXXX ENTERPRISES, X.X. XXXXXX ENTERPRISES MANAGEMENT, INC. REDI-MIX, L.P. REDI-MIX CONCRETE, L.P. REDI-MIX GP, LLC REDI-MIX MANAGEMENT, INC. |
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By |
/s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Vice President | |||
XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||||
as Trustee | ||||
By |
Xxxxxx Xxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxx | |||
Title: | Vice President |
EXHIBIT
A
FORM OF NOTATION OF GUARANTEE
For value received, each Additional Guarantor (which term includes any successor Person under
the Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, dated as of March 31, 2004 (the
“Indenture”), among U.S. Concrete, Inc., as issuer (the “Company”), the Existing Guarantors listed
on the signature pages thereto and Xxxxx Fargo Bank, National Association, as trustee (the
“Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 5, 2006, among
the Company, the Existing Guarantors, the Additional Guarantors and the Trustee, (a) the due and
punctual payment of the principal of, premium, if any, and interest and Special Interest, if any,
on the Notes, whether at maturity or by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal and premium, if any, and, to the extent permitted by law,
interest and Special Interest, if any, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee.
This Guarantee is subject to release as and to the extent set forth in Sections 8.02, 8.03 and
10.05 of the Indenture. Each Holder of a Note, by accepting the same, agrees to and shall be bound
by such provisions. Capitalized terms used herein and not defined are used herein as so defined in
the Indenture.
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ADDITIONAL GUARANTORS: | ||||
ALLIANCE HAULERS, INC. ALBERTA INVESTMENTS, INC. XXXXXX ENTERPRISES, X.X. XXXXXX ENTERPRISES MANAGEMENT, INC. REDI-MIX, L.P. REDI-MIX CONCRETE L.P. REDI-MIX GP, LLC REDI-MIX MANAGEMENT, INC. |
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By |
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Name: | ||||
Title: | ||||
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