EAGLE MATERIALS INC: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (Form 8-K )

Item 1.01. Conclusion of a significant definitive agreement.

Amendment No. 1 to the credit agreement

On May 5, 2022 (the “Amendment Closing Date”), the Company has entered into Amendment No. 1 (the “Amendment”) to this Unsecured Revolving Credit Facility Agreement with the lenders identified therein and JPMorgan Chase Bank, North America., as administrative agent, issuing bank and principal lender hereunder dated July 1, 2021 (the “Existing Credit Agreement”; and with the Amendment, the “Credit Agreement”). The existing credit agreement provided the Company with senior unsecured revolving commitments in an aggregate principal amount of up to $750 millionwith a letter of credit sub-facility of
$40 millionwith a swingline loan sub-facility of $25 million (the “Revolving Loan Facility”). Under the existing credit agreement, the revolving loan facility matured on July 1, 2026.

The Amendment amended the Existing Credit Agreement, among other things, to (1) provide the Company with a new senior unsecured term loan A credit facility in the aggregate principal amount of $200 million (the “Term Loan Facility”) in addition to the Revolving Credit Facility that has been established in the Existing Credit Agreement, (2) extend the maturity date of the Revolving Loan Facility to
May 5, 2027 and provide that the Term Loan Facility will mature on May 5, 2027 (the “Term Maturity Date”). The Credit Agreement also provides the Company with an additional uncommitted facility in an aggregate principal amount of up to
$375 million, which can take the form of revolving loans and/or term loans. Loan proceeds (under and as defined in the Credit Agreement) will be used only to fund working capital requirements and for general corporate purposes (including, without limitation, repayment of outstanding loans under the existing credit agreement and payment of fees under any Loan Document (including without limitation the Amendment), the Borrower and its Affiliates, including , but not limited to, to fund working capital requirements and to fund acquisitions and similar investments.

The term loan facility was drawn entirely on May 5, 2022 (the proceeds of the Term Loan Facility, the “Term Loans”) and is repayable in equal quarterly installments of an amount equal to 1.25% of the original principal amount of the Term Loans (such quarterly installment to begin the first quarter after the closing date of the modification), the balance of the capital remaining due and payable on the expiry date of the term. Term Loans may be repaid in whole or in part, without premium or penalty, subject to written notice to the administrative agent.

interest

In addition, the amendment amended the existing credit agreement to establish the usual SOFR provisions (which replaced the LIBOR provisions set out in the existing credit agreement) and provide that the company may elect that loans comprising each borrowing bear interest at an annual rate equal to either a base rate or a SOFR rate, in each case, plus an applicable rate based on the Company’s senior unsecured long-term debt rating. The credit agreement also provides that a customary spread must be added to any loan borrowed at the applicable SOFR rate. The credit agreement also contains customary reference replacement language.

pacts

The Credit Agreement contains certain covenants which are substantially similar to the covenants of the Existing Credit Agreement and which, among other things, impose restrictions on the activities of the Company and certain Subsidiaries, in each case, with certain exceptions, thresholds or caps which are allowed. The restrictions these covenants place on the Company include, but are not limited to, limitations on its ability to:

  •   effectuate a Change of Control (as defined in the Credit Agreement);



  •   consolidate or merge with or into any other Person;

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     •    sell, transfer, lease or otherwise dispose of all or substantially all of
          the assets of the Company and its Consolidated Subsidiaries;



  •   create liens; and



     •    permit Consolidated Subsidiaries (as defined in the Credit Agreement) to
          incur Debt (as defined in the Credit Agreement).


General

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a company.

The description of the Amendment and the Credit Agreement in Section 1.01 of this Current Report is incorporated herein by reference.

Item 8.01. Other events

In addition, as part of the Amendment, the Company files the opinion of the Sidley Austin LLP as part of this current report which shall be incorporated by reference into the registration statement. The foregoing opinion is filed herewith as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents


Exhibit
Number       Description

10.1           Amendment No. 1, dated as of May 5, 2022 to that certain Credit
             Agreement, dated as of July 1, 2021, among the Company, the lenders
             identified therein and JPMorgan Chase Bank, N.A., as the
             administrative agent, issuing bank and swingline lender thereunder.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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