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SECURITIES AND EXCHANGE COMMISSION
to
UNDER
THE SECURITIES ACT OF 1933
Delaware | 3272 | 76-0586680 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Houston, Texas 77042
(713) 499-6200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
U.S. Concrete, Inc.
2925 Briarpark, Suite 1050
Houston, Texas 77042
(713) 499-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Tracey A. Zaccone, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyþ |
Proposed Maximum | ||||||||||||||||||||||
Amount to be | Proposed Maximum | Aggregate Offering | Amount of | |||||||||||||||||||
Title of Each Class of Securities to be Registered | Registered(1) | Offering Price Per Unit(1) | Price(1) | Registration Fee(2) | ||||||||||||||||||
9.5% Convertible Secured Notes due 2015 | $ | 8,453,000 | 100 | % | $ | 8,453,000 | $982 | |||||||||||||||
Guarantees of 9.5% Convertible Secured Notes due 2015(3) | — | — | — | — | ||||||||||||||||||
(1) | Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). | |
(2) | Previously paid in connection with the initial filing of this Registration Statement on Form S-1. | |
(3) | Pursuant to Rule 457(n) under the Securities Act, no separate fee for the guarantees is payable. |
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Primary | ||||||
State or Other | Standard | I.R.S. | ||||
Jurisdiction of | Industrial | Employer | ||||
Incorporation or | Classification | Identification | ||||
Name | Organization | Code Number | Number | |||
Alberta Investments, Inc. | Texas | 3272 | 75-1941497 | |||
Alliance Haulers, Inc. | Texas | 3272 | 75-2683236 | |||
American Concrete Products, Inc. | California | 3272 | 94-2623187 | |||
Atlas Redi-Mix, LLC | Texas | 3272 | 27-0243123 | |||
Atlas-Tuck Concrete, Inc. | Oklahoma | 3272 | 73-0741542 | |||
Beall Concrete Enterprises, LLC | Texas | 3272 | 76-0643536 | |||
Beall Industries, Inc. | Texas | 3272 | 75-2052872 | |||
Beall Investment Corporation, Inc. | Delaware | 3272 | 51-0399865 | |||
Beall Management, Inc. | Texas | 3272 | 75-2879839 | |||
Breckenridge Ready Mix, Inc. | Texas | 3272 | 75-1172482 | |||
Central Concrete Supply Co., Inc. | California | 3272 | 94-1181859 | |||
Central Precast Concrete, Inc. | California | 3272 | 94-1459358 | |||
Concrete Acquisition IV, LLC | Delaware | 3272 | 27-1015720 | |||
Concrete Acquisition V, LLC | Delaware | 3272 | 27-1015777 | |||
Concrete Acquisition VI, LLC | Delaware | 3272 | 27-1015840 | |||
Concrete XXXIV Acquisition, Inc. | Delaware | 3272 | 20-4166167 | |||
Concrete XXXV Acquisition, Inc. | Delaware | 3272 | 20-4166206 | |||
Concrete XXXVI Acquisition, Inc. | Delaware | 3272 | 20-4166240 | |||
Eastern Concrete Materials, Inc. | New Jersey | 3272 | 22-1521165 | |||
Hamburg Quarry Limited Liability Company | New Jersey | 3272 | 27-0373592 | |||
Ingram Concrete, LLC | Texas | 3272 | 83-0486753 | |||
Kurtz Gravel Company | Michigan | 3272 | 38-1565952 | |||
Local Concrete Supply & Equipment, LLC | Delaware | 3272 | 26-3456597 | |||
Master Mix, LLC | Delaware | 3272 | 26-1668532 | |||
Master Mix Concrete, LLC | New Jersey | 3272 | 26-3800135 | |||
MG, LLC | Maryland | 3272 | 26-2169279 | |||
NYC Concrete Materials, LLC | Delaware | 3272 | 76-0630666 | |||
Pebble Lane Associates, LLC | Delaware | 3272 | 26-3456520 | |||
Redi-Mix Concrete, L.P. | Texas | 3272 | 20-0474765 | |||
Redi-Mix GP, LLC | Texas | 3272 | none | |||
Redi-Mix, LLC | Texas | 3272 | 83-0486751 | |||
Riverside Materials, LLC | Delaware | 3272 | 26-2863588 | |||
San Diego Precast Concrete, Inc. | Delaware | 3272 | 76-0616282 | |||
Sierra Precast, Inc. | California | 3272 | 94-2274227 | |||
Smith Pre-Cast, Inc. | Delaware | 3272 | 76-0630673 |
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Primary | ||||||
State or Other | Standard | I.R.S. | ||||
Jurisdiction of | Industrial | Employer | ||||
Incorporation or | Classification | Identification | ||||
Name | Organization | Code Number | Number | |||
Superior Concrete Materials, Inc. | District of Columbia | 3272 | 52-1046503 | |||
Titan Concrete Industries, Inc. | Delaware | 3272 | 76-0616374 | |||
USC Atlantic, Inc. | Delaware | 3272 | 20-4166002 | |||
USC Management Co., LLC | Delaware | 3272 | 27-1015638 | |||
USC Payroll, Inc. | Delaware | 3272 | 76-0630665 | |||
USC Technologies, Inc. | Delaware | 3272 | 20-4166055 | |||
U.S. Concrete On-Site, Inc. | Delaware | 3272 | 76-0630662 | |||
U.S. Concrete Texas Holdings, Inc. | Delaware | 3272 | 20-4166120 |
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The information in this prospectus is not complete and may be changed. We and the selling noteholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
9.5% Convertible Secured Notes due 2015
![(U.S. CONCRETE LOGO)](https://capedge.com/proxy/S-1A/0000950123-11-088904/h84377a1h84377b5.gif)
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EX-23.1 |
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Issuer | U.S. Concrete, Inc. | |
Securities Offered | Up to $8,453,000 aggregate principal amount of the 9.5% Convertible Notes due 2015 (the “Notes”). | |
Maturity Date | August 31, 2015 (the “Maturity Date”). | |
Interest Rates and Payment Dates | The Notes bear interest at 9.5% per year (calculated using a 360-day year consisting of twelve 30-day months), payable quarterly in cash in arrears on March 1, June 1, September 1 and December 1. | |
Use of Proceeds | The selling noteholders will receive all of the proceeds from the sale of the Notes offered by this prospectus. We will not receive any proceeds from the sale of our Notes by the selling noteholders. | |
Conversion Rights | The Notes are convertible, at the option of the holder, at any time on or prior to maturity, into shares of our common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion rate of 95.23809524 shares of Common Stock per $1,000 principal amount of the Notes (as may be adjusted from time to time, the “conversion rate”). Holders of the Notes have the right to convert all or any portion of their Notes into the number of shares of Common Stock equal to the principal amount of the Notes to be converted divided by the conversion rate then in effect. | |
The conversion rate is subject to adjustment to prevent dilution resulting from stock splits, stock dividends, combinations or similar events. There is no limitation as to the principal amount of the Notes you can convert at any time. In connection with any conversion, holders of the Notes to be converted will also have the right to receive accrued and unpaid interest on such Notes to the date of conversion (the “Accrued Interest”). We may elect to pay the Accrued Interest in cash or in shares of Common Stock. If we elect to satisfy our obligation to pay the Accrued Interest in shares, the number of shares issuable shall be determined by dividing the Accrued Interest by 95% of the trailing 10-day volume-weighted average price of the Common Stock. | ||
See “Description of Capital Stock” for information regarding certain terms of the Common Stock. | ||
Additional Conversion Rights | If the closing price of the Common Stock exceeds 150% of the Conversion Price (as defined below) then in effect for at least 20 trading days during any consecutive 30-day trading period (the “Conversion Event”), we may provide, at our option, written notice (the “Conversion Event Notice”) of the occurrence of the Conversion Event to each holder of the Notes in accordance with the indenture governing the Notes (the “Indenture”) and file a press release or Form 8-K with the SEC regarding the occurrence of the Conversion Event. “Conversion Price” means, per share of Common Stock, $1,000 divided by the applicable conversion rate, subject to adjustment. As of the date of this prospectus, the Conversion Price is approximately $10.50. Except as set forth in an Election Notice (as defined below), the right to convert the Notes with respect to the occurrence of the Conversion Event will terminate on the date that is 46 days following the date of the Conversion Event Notice (the “Conversion Termination Date”), such that you will have a 45-day period in which to convert your Notes up to the amount of the Conversion Cap (as defined |
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below). Any Notes not converted prior to the Conversion Termination Date as a result of the Conversion Cap will be, at your election and upon written notice to us (the “Election Notice”), converted into shares of Common Stock on a date or dates prior to the date that is 180 days following the Conversion Termination Date (such date or dates to be specified in your Election Notice). A holder must deliver an Election Notice specifying its election with respect to the Conversion Event on or prior to the Conversion Termination Date. As used herein, “Conversion Cap” means the number of shares of Common Stock into which the Notes are convertible and that would cause the related holder to “beneficially own” (as such term is used in the Exchange Act) more than 9.9% of the Common Stock at any time outstanding. | ||
Any Notes not otherwise converted prior to the Conversion Termination Date or specified for conversion in an Election Notice will be redeemable, in whole or in part, at our election at any time prior to maturity at par plus accrued and unpaid interest thereon to the Conversion Termination Date. | ||
Interest on all of the Notes will cease to accrue on the Conversion Termination Date and substantially all of the covenants and related events of default contained in the Indenture will cease to be of any force and effect on the Conversion Termination Date (other than our obligation to convert, redeem or pay at maturity the Notes). The collateral securing the Notes and the related guarantees will be released on the Conversion Termination Date. | ||
If the Conversion Event occurs on or prior to August 31, 2012, in addition to the shares issuable upon conversion or amounts received upon redemption, as applicable, the holders of the Notes will have a right to receive upon conversion, redemption or maturity, asapplicable, the lesser of: (i) the aggregate amount of interest that would be payable from the Conversion Termination Date through August 31, 2012 (including any accrued and unpaid interest on such Notes to the Conversion Termination Date (or conversion date, if earlier)) and (ii) an aggregate amount equal to 15 months of interest (including any accrued and unpaid interest on such Notes to the Conversion Termination Date (or conversion date, if earlier)) (the amounts in clauses (i) and (ii), the “Cash Conversion Amount”). We may elect to pay the Cash Conversion Amount in cash or in shares of Common Stock. If we elect to satisfy our obligation to pay the Cash Conversion Amount in shares, the number of shares issuable will be determined by dividing the Cash Conversion Amount by 95% of the trailing 10-day volume-weighted average price of the Common Stock from the Conversion Termination Date. | ||
We will pay the Cash Conversion Amount as follows: (i) on the Conversion Termination Date for all Notes converted prior to such date, (ii) on the date or dates specified in the Election Notice, if any, and (iii) on the date of the redemption or at maturity, as applicable, for all the other Notes. |
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Fundamental Change of Control Make Whole; Repurchase Right | Upon the occurrence of a Fundamental Change of Control (as defined below), in addition to any conversion rights the holders of the Notes may have, each holder of Notes will have (i) a make-whole provision calculated as provided in the Indenture pursuant to which each holder may be entitled to additional shares of Common Stock upon conversion (the “Make Whole Premium”), and (ii) an amount equal to the interest on such Notes that would have been payable from the date of the occurrence of such Fundamental Change of Control (the “Fundamental Change of Control Date”) through August 31, 2013, plus any accrued and unpaid interest from August 31, 2010 to the Fundamental Change of Control Date (the amount in this clause (ii), the “Make Whole Payment” and collectively with the Make Whole Premium, the “Fundamental Change of Control Make Whole”). We may elect to pay the Make Whole Payment in cash or in shares of Common Stock. If we elect to satisfy our obligation to make the Make Whole Payment in Common Stock, the number of shares issuable will be determined by (A) if the Fundamental Change of Control is a merger or consolidation described in clause (i) of the related definition (as set forth below) and all of the Common Stock as of such Fundamental Change of Control Date is exchanged for stock of the acquiror, dividing the Make Whole Payment by the implied price per share for the Common Stock in connection with such Fundamental Change of Control, with such shares being treated the same as all other shares of Common Stock in such Fundamental Change of Control and (B) in all other cases, dividing the Make Whole Payment by 95% of the trailing 10-day volume-weighted average price of the Common Stock immediately prior to such Fundamental Change of Control. | |
In lieu of the foregoing, upon the occurrence of a Fundamental Change of Control, the holders of Notes will have the right to require us to repurchase their Notes in cash at par plus accrued and unpaid interest thereon. | ||
A “Fundamental Change of Control” will be deemed to occur at such time as: (i) U.S. Concrete consolidates with or merges with or into another person (other than any subsidiary of U.S. Concrete or a merger for the purpose of changing U.S. Concrete’s jurisdiction of incorporation) and its outstanding voting securities are reclassified into, converted for or converted into the right to receive any other property or security, or U.S. Concrete sells, conveys, transfers or leases all or substantially all of its properties and assets to any person (other than its subsidiary); provided that the foregoing will not constitute a fundamental change of control: (A) if persons that beneficially own U.S. Concrete’s voting securities immediately prior to the transaction own, directly or indirectly, a majority of the voting securities of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of U.S. Concrete’s voting securities immediately prior to the transaction or (B) if (1) at least 90% of the consideration paid for the Common Stock (and cash payments pursuant to dissenter’s appraisal rights) in the merger or consolidation consists of common stock of a U.S. or non-U.S. company traded on a national securities exchange (or which will be traded or quoted when issued or exchanged in connection with such transaction) and (2) the market capitalization of the acquiror is at least equal to or greater than the market capitalization of U.S. Concrete on the trading day immediately preceding the day on which such merger or consolidation is publicly announced; (ii) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than U.S. Concrete or any of its subsidiaries or any employee benefit plan of it or such subsidiary, is or becomes the “beneficial owner,” directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of U.S. Concrete’s capital stock then outstanding and entitled to vote generally in elections of directors; or (iii) during any period of 12 consecutive months after August 31, 2010, persons who at the beginning of such 12 month period constituted U.S. Concrete’s Board of Directors (the “Board”), together with any new persons whose election was approved by a vote of a majority of the persons then still comprising the Board who were either members of the Board at the beginning of such period or whose election, designation or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board. | ||
A Purchaser Party (as defined below) will not be entitled to receive a Fundamental Change of Control Make Whole upon the occurrence of a Fundamental Change of Control if (i) such |
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Fundamental Change of Control is a merger, consolidation or sale with or into such Purchaser Party or any member of any “group” of which such Purchaser Party is a member or any of their respective affiliates; (ii) such Fundamental Change of Control is a transaction specified in clause (ii) of the Fundamental Change of Control definition and such Purchaser Party or any of its affiliates is a “person” or member of a “group” for purposes of such clause (ii); or (iii) the nominees of any such Purchaser Party or any member of any “group” which such Purchaser Party is a member or any of their respective affiliates constitute one or more of the new board members effecting such Fundamental Change of Control. A “Purchaser Party” means any beneficial owner who acquired the Notes from U.S. Concrete on August 31, 2010. | ||
Redemption | Other than as provided under “Additional Conversion Rights” with respect to the Conversion Event, we do not have the right to redeem the Notes. | |
Guarantees | The Notes are unconditionally guaranteed by each of our existing and future direct or indirect domestic restricted subsidiaries (other than certain immaterial restricted subsidiaries) and any other of our subsidiaries that guarantee the Revolving Facility (collectively, the “guarantors”). As of the date of this prospectus, all of our subsidiaries are guarantors. | |
Ranking | The Notes and the guarantees thereof: | |
• are the Issuer’s and the guarantors’ senior secured obligations; | ||
• rank senior in right of payment to any of the Issuer’s and the guarantors’ existing and future subordinated indebtedness, | ||
• rank equally in right of payment with all of the Issuer’s and the guarantors’ existing and future senior indebtedness; | ||
• are effectively subordinated to all of our obligations under the Revolving Facility, to the extent of the value of collateral securing those obligations on a first-priority basis; | ||
• rank effectively senior in right of payment to any of the Issuer’s and the guarantors’ unsecured indebtedness to the extent of the value of the collateral for the Notes; and | ||
• are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Issuer’s non-guarantor subsidiaries. | ||
Collateral | The Notes and related guarantees are secured by first-priority liens on certain of the property and assets directly owned by us and each of the guarantors, including material owned real property, fixtures, intellectual property, capital stock of subsidiaries and certain equipment, subject to permitted liens (including a second-priority lien in favor of the administrative agent under the Revolving Facility (the “Revolving Facility Agent”)) and certain exceptions (as described in the security documents governing the Notes (collectively, the “Security Documents”)). Obligations under the Revolving Facility and those in respect of hedging and cash management obligations owed to the lenders (and their affiliates) party to the Revolving Facility (collectively, the “Revolving Facility Obligations”) are secured by a second-priority lien on such collateral. | |
The Notes and related guarantees are also secured by a second-priority lien on our and the guarantors’ assets securing the Revolving Facility Obligations on a first-priority basis, including, inventory (including as extracted collateral), accounts, certain specified mixture trucks, chattel paper, general intangibles (other than collateral securing the Notes on a first-priority basis), instruments, documents, cash, deposit accounts, securities accounts, commodities accounts, letter of credit rights and all supporting obligations and related books and records and all proceeds and products of the foregoing, subject to permitted liens and certain exceptions, as described in the Security Documents. | ||
A material portion of the collateral which secures the Notes secures the Revolving Facility Obligations on a first-priority basis and secures the Notes on a second-priority basis. The |
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remaining collateral which secures the Notes (on a first-priority basis) also secures obligations under the Revolving Facility Obligations on a second-priority basis. See “Risk Factors—Risks Related to the Notes and the Common Stock—There may not be sufficient collateral to pay all or any of the Notes.” | ||
The Indenture and the Security Documents provide that any capital stock and other securities of any of our subsidiaries will be excluded from the collateral to the extent the inclusion of such capital stock in the collateral would cause such subsidiary to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X. See “Risk Factors—Risks Related to the Notes and the Common Stock—The Notes are not secured by a portion of the capital stock of any foreign subsidiaries. In addition, the pledge of the securities of our subsidiaries that secures the Notes will exclude capital stock or any other securities of any of our subsidiaries in excess of the maximum amount of such capital stock or securities that could be included in the collateral without creating a requirement to file separate financial statements with the SEC for that subsidiary” and “Description of the Notes.” | ||
Intercreditor Agreement | U.S. Concrete and the guarantors entered into an intercreditor agreement with the collateral agent under the Security Documents (the “Collateral Agent”) and the Revolving Facility Agent (the “Intercreditor Agreement”). | |
The Intercreditor Agreement sets forth the terms on which the Revolving Facility Agent and the Collateral Agent are permitted to receive, hold, administer, maintain, enforce and distribute the proceeds of their respective liens upon the collateral. The Intercreditor Agreement grants (i) to the Revolving Facility Agent, the exclusive right to enforce rights, exercise remedies (including setoff) and make determinations regarding the release, disposition, or restrictions of the collateral which secures the Revolving Facility Obligations on a first-priority basis and (ii) to the Collateral Agent under the Security Documents, the exclusive right to enforce rights, exercise remedies (including setoff) and make determinations regarding the release, disposition, or restrictions of the collateral which secures the Notes on a first-priority basis, in each case subject to limitations described therein, which limitations include an access right of the Revolving Facility Agent to exercise remedies in respect of its assets located on real property on which the Collateral Agent has a first-priority lien under the Security Documents. | ||
See “Description of the Notes—Intercreditor Agreement” for information regarding certain terms of the Intercreditor Agreement. | ||
Certain Covenants | The Indenture, among other things, limits the Issuer’s ability and the ability of the Issuer’s restricted subsidiaries to: | |
• incur additional indebtedness or issue disqualified stock or preferred stock; | ||
• pay dividends or make other distributions or repurchase or redeem the Issuer’s stock or subordinated indebtedness or make investments; | ||
• sell assets and issue capital stock of the Issuer’s restricted subsidiaries; | ||
• incur liens; | ||
• enter into agreements restricting the Issuer’s restricted subsidiaries’ ability to pay dividends; | ||
• enter into transactions with affiliates; | ||
• consolidate, merge or sell all or substantially all of our assets; and | ||
• designate the Issuer’s subsidiaries as unrestricted subsidiaries. | ||
These covenants are subject to important exceptions and qualifications, which are described under |
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“Description of the Notes” and in the Indenture. | ||
Absence of Public Market | We have not applied, and do not intend to apply, for listing of the Notes on a national securities exchange or automated quotation system. | |
Book-Entry Form | The Notes were issued in book-entry form, which means that they are represented by one more permanent global securities registered in the name of The Depositary Trust Company or its nominee. The global securities are deposited with the Trustee as custodian for the depositary. See “Description of the Notes—Book-Entry; Delivery and Form.” | |
Trustee/Collateral Agent | U.S. Bank National Association. | |
Risk Factors | An investment in the Notes involves substantial risks. See “Risk Factors” immediately following this summary for a discussion of certain risks relating to an investment in the Notes. |
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• | in whole or in part, as applicable, as to all or any portion of property subject to such liens which have been taken by eminent domain, condemnation or other similar circumstances; | ||
• | in whole upon: |
o | satisfaction and discharge of the Indenture or as otherwise set forth in the Indenture; | ||
o | a legal defeasance or covenant defeasance of the Indenture as described in the Indenture; or | ||
o | the Conversion Termination Date; |
• | in part, as to any property that (i) is sold, transferred or otherwise disposed of by us or any subsidiary guarantor (other than to us or another subsidiary guarantor) in a transaction not prohibited by the Indenture at the time of such sale, transfer or disposition or (ii) is owned or at any time acquired by a subsidiary guarantor that has been released from its guarantee in accordance with the Indenture, concurrently with the release of such guarantee; and | ||
• | in part, in accordance with the applicable provisions of the Security Documents. |
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• | received less than reasonably equivalent value or fair consideration for the incurrence of its guarantee and was insolvent or rendered insolvent by reason of such incurrence; | ||
• | was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or | ||
• | intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature. |
• | the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; | ||
• | the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or | ||
• | it could not pay its debts as they become due. |
• | how long payments under the Notes could be delayed following commencement of a bankruptcy case; | ||
• | whether or when the Collateral Agent could repossess or dispose of the collateral; | ||
• | the value of the collateral at the time of the bankruptcy petition; or | ||
• | whether or to what extent holders of the Notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.” |
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(Successor) | (Predecessor) | |||||||||||||||
High | Low | High | Low | |||||||||||||
2010: | ||||||||||||||||
First Quarter | — | — | $ | 1.14 | $ | 0.32 | ||||||||||
Second Quarter | — | — | $ | 1.02 | $ | 0.21 | ||||||||||
July 1 — August 31 | — | — | $ | 0.24 | $ | 0.10 | ||||||||||
September 1 — September 30 | — | — | — | — | ||||||||||||
October 15 — December 31 | $ | 10.00 | $ | 6.76 | — | — | ||||||||||
2011: | ||||||||||||||||
First Quarter | $ | 12.03 | $ | 7.75 | ||||||||||||
Second Quarter | $ | 9.79 | $ | 8.04 | ||||||||||||
Third Quarter | $ | 8.85 | $ | 4.00 | ||||||||||||
Fourth Quarter (through October 5) | $ | 4.29 | $ | 3.96 |
2009 | ||||||||
(Predecessor) | ||||||||
High | Low | |||||||
First Quarter | $ | 3.53 | $ | 1.40 | ||||
Second Quarter | $ | 2.75 | $ | 1.76 | ||||
Third Quarter | $ | 2.01 | $ | 1.50 | ||||
Fourth Quarter | $ | 1.86 | $ | 0.64 |
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Principal Amount of Notes | Maximum Principal | Principal Amount of Notes | ||||||||||||||||||
Beneficially Owned Prior to | Amount of Notes | Beneficially Owned After | ||||||||||||||||||
the Offering (1) | that May be Sold | the Offering (1) | ||||||||||||||||||
Name of Beneficial Owner | Notes | % | Hereunder | Notes | % | |||||||||||||||
Whippoorwill Distressed Opportunity Fund, L.P.(2) | $ | 2,381,000 | 4.3 | $ | 2,381,000 | — | — | |||||||||||||
Whippoorwill Offshore Distressed Opportunity Fund, Ltd.(3) | $ | 2,781,000 | 5.1 | $ | 2,781,000 | — | — | |||||||||||||
Whippoorwill Institutional Partners, L.P. (4) | $ | 535,000 | 1.0 | $ | 535,000 | — | — | |||||||||||||
Whippoorwill Associates, Inc. Profit Sharing Plan(5) | $ | 44,000 | 0.1 | $ | 44,000 | — | — | |||||||||||||
WellPoint, Inc.(6) | $ | 2,712,000 | 4.9 | $ | 2,712,000 | — | — |
(1) | The beneficial ownership of the Notes by the selling noteholders set forth in the table is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any Notes as to which the selling noteholder has sole or shared voting power or investment power and also any Notes that the selling noteholder has the right to acquire within 60 days. | |
(2) | Shelley F. Greenhaus is the sole shareholder of Whippoorwill Associates, Inc., which is the managing member of and exercises control over Whippoorwill Distressed Opportunity Fund GP, LLC, which is the general partner of Whippoorwill Distressed Opportunity Fund, L.P. Shelley F. Greenhaus and Whippoorwill Associates, Inc. have shared voting and shared dispositive power with respect to the Notes. Whippoorwill Distressed Opportunity Fund, L.P.’s address is c/o Whippoorwill Associates, Inc., 11 Martine Avenue, White Plains, NY 10606. | |
(3) | Shelley F. Greenhaus is the sole shareholder of Whippoorwill Associates, Inc., which controls Whippoorwill Offshore Distressed Opportunity Fund, Ltd. Shelley F. Greenhaus and Whippoorwill Associates, Inc. have shared voting and shared dispositive power with respect to the Notes. Whippoorwill Offshore Distressed Opportunity Fund, Ltd.’s address is c/o Whippoorwill Associates, Inc., 11 Martine Avenue, White Plains, NY 10606. | |
(4) | Shelley F. Greenhaus is the sole shareholder of Whippoorwill Associates, Inc., which is the managing member of and exercises control over Whippoorwill Institutional Partners GP, LLC, which is the general partner of Whippoorwill Institutional Partners, L.P. Shelley F. Greenhaus and Whippoorwill Associates, Inc. have shared voting and shared dispositive power with respect to the Notes. Whippoorwill Institutional Partners, L.P.’s address is c/o Whippoorwill Associates, Inc., 11 Martine Avenue, White Plains, NY 10606. | |
(5) | Shelley F. Greenhaus is the sole shareholder of Whippoorwill Associates, Inc., which controls Whippoorwill Associates, Inc. Profit Sharing Plan. Shelley F. Greenhaus and Whippoorwill Associates, Inc. have shared voting and shared dispositive power with respect to the Notes. Whippoorwill Associates, Inc. Profit Sharing Plan’s address is c/o Whippoorwill Associates, Inc., 11 Martine Avenue, White Plains, NY 10606. | |
(6) | The Notes that may be sold hereunder are held by WellPoint, Inc. in a discretionary account managed by Whippoorwill Associates, Inc. Shelley F. Greenhaus is the sole shareholder of Whippoorwill Associates, Inc. Shelley F. Greenhaus and Whippoorwill Associates, Inc. have shared voting and shared dispositive power with respect to the Notes. WellPoint, Inc.’s address is c/o Whippoorwill Associates, Inc., 11 Martine Avenue, White Plains, NY 10606. |
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• | directly by the selling noteholders and their successors, which include their donees, pledgees or transferees or their successors-in-interest, or | ||
• | through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the selling noteholders or the purchasers of the Notes. These discounts, concessions or commissions may be in excess of those customary in the types of transactions involved. |
• | fixed prices; | ||
• | prevailing market prices at the time of sale; | ||
• | prices related to such prevailing market prices; | ||
• | varying prices determined at the time of sale; or | ||
• | negotiated prices. |
• | on any national securities exchange or quotation on which the Notes may be listed or quoted at the time of the sale; | ||
• | in the over-the-counter market; | ||
• | in transactions other than on such exchanges or services or in the over-the-counter market; | ||
• | through the writing of options, whether such options are listed on an options exchange or otherwise; | ||
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | ||
• | block trades in which the broker-dealer will attempt to sell the Notes as agent but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | ||
• | an exchange distribution in accordance with the rules of the applicable exchange; |
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• | privately negotiated transactions; | ||
• | through the settlement of short sales; | ||
• | sales pursuant to Rule 144 or Rule 144A; | ||
• | broker-dealers may agree with the selling noteholder to sell a specified number of Notes at a stipulated price per share; | ||
• | through any combination of the foregoing; or | ||
• | any other method permitted pursuant to applicable law. |
• | engage in short sales of the Notes in the course of hedging their positions; | ||
• | sell the Notes short and deliver the Notes to close out short positions; | ||
• | loan or pledge the Notes to broker-dealers or other financial institutions that in turn may sell the Notes; | ||
• | enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of the Notes, which the broker-dealer or other financial institution may resell under the prospectus; or | ||
• | enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions. |
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• | commercial and savings banks; | ||
• | insurance companies; | ||
• | pension funds; | ||
• | investment companies; | ||
• | educational and charitable institutions. |
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• | are the Issuer’s senior secured obligations; | ||
• | rank senior in right of payment to any of the Issuer’s existing and future Subordinated Indebtedness; | ||
• | rank equally in right of payment with all of the Issuer’s existing and future senior Indebtedness; | ||
• | are effectively subordinated to all of the Issuer’s obligations under the Issuer’s ABL Facility, to the extent of the value of Collateral securing those obligations on a first-priority basis; | ||
• | rank effectively senior in right of payment to any of the Issuer’s unsecured Indebtedness to the extent of the value of the Collateral for the Notes; and | ||
• | are structurally subordinated in right of payment to all existing and future Indebtedness and other liabilities of the Issuer’s non-guarantor subsidiaries. |
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• | are the Guarantors’ senior secured obligations; | ||
• | rank senior in right of payment to any of the Guarantors’ existing and future Subordinated Indebtedness; | ||
• | rank equally in right of payment with all of the Guarantors’ existing and future senior Indebtedness; | ||
• | are effectively subordinated to all of the Guarantors’ obligations under the ABL Facility, to the extent of the value of Collateral securing those obligations on a first-priority basis; | ||
• | rank effectively senior in right of payment to any of the Guarantors’ unsecured Indebtedness to the extent of the value of the Collateral for the Notes; and | ||
• | are structurally subordinated in right of payment to all existing and future Indebtedness and other liabilities of the Issuer’s non-guarantor subsidiaries. |
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(1) | the use of cash collateral constituting ABL Collateral; or | ||
(2) | the Issuer or any Guarantor to obtain financing, whether from the holders of ABL Obligations or any other third party under applicable bankruptcy law secured by the Collateral (each, a “Post-Petition ABL Financing”); |
(a) | that they will be deemed to have consented to (and will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or consenting) as a result of failure to provide adequate protection) such use of cash collateral or Post-Petition ABL Financing, subject to the limitations and exceptions set forth in the Intercreditor Agreement; and | ||
(b) | to the extent the liens on the ABL Collateral securing the ABL Obligations are subordinated to or pari passu with such Post-Petition ABL Financing, the liens securing the Notes Obligations on such ABL Collateral shall be deemed to be subordinated to (i) the liens securing such Post-Petition ABL Financing (and all obligations relating thereto) to the same extent and on the same terms and conditions as the liens securing the Notes Obligations are subordinated to the liens securing the ABL Obligations, (ii) any adequate protection provided to the Bank Collateral Agent or the holders of ABL Obligations and (iii) “carve-out” for professional and customary fees and expenses agreed to by the Bank Collateral Agent or the holders of ABL Obligations and approved by the relevant bankruptcy court. |
(1) | the use of cash collateral constituting Notes Collateral; or | ||
(2) | the Issuer or any Guarantor to obtain financing, whether from the holders of Notes Obligations or any other third party under applicable bankruptcy law secured by the Collateral (each, a “Post-Petition Notes Financing”); |
(a) | that they will be deemed to have consented to (and will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting)) such use of cash collateral or Post-Petition Notes Financing, subject to the limitations and exceptions set forth in the Intercreditor Agreement; and | ||
(b) | to the extent the liens on the Notes Collateral securing the Notes Obligations are subordinated to or pari passu with such Post-Petition Notes Financing, the liens securing the ABL Obligations on such Notes Collateral shall be deemed to be subordinated to (i) the liens securing such Post-Petition Notes Financing (and all obligations relating thereto) to the same extent and on the same terms and conditions as the liens |
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securing the ABL Obligations are subordinated to the loans securing the Notes Obligations, (ii) any adequate protection provided to the Noteholder Collateral Agent or the holders of Notes Obligations and (iii) “carve-out” for professional and customary fees and expenses agreed to by the Noteholder Collateral Agent or the holders of Notes Obligations and approved by the relevant bankruptcy court. |
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For purposes of this clause, the fair market value of shares of Common Stock will be determined by the Issuer and will be equal to 95% of the average of the 10-day VWAP of the Common Stock for the 10 consecutive Trading Days immediately preceding the Conversion Date. The Issuer will provide such Holder written notice prior to the Conversion Payment Date that it will pay all or a portion of the Accrued Interest in shares of Common Stock. |
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(1) | if the Issuer pays a dividend in shares of Common Stock or makes a distribution in shares of Common Stock, in each case, to all or substantially all holders of Common Stock; | ||
(2) | if the outstanding shares of Common Stock are subdivided into a greater number of shares of Common Stock or combined into a smaller number of shares of Common Stock (in each case, other than in connection with a Fundamental Change of Control); | ||
(3) | if the Issuer issues rights (other than rights issued pursuant to a stockholder rights plan, and then in accordance with the last paragraph of this “—Adjustment of Conversion Rate” subsection), warrants or options to all or substantially all holders of Common Stock entitling them to purchase, for a period expiring within 60 calendar days of the date of issuance, Common Stock at an aggregate price per share less than the average of the Last Reported Sale Prices of Common Stock during the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the time of announcement of the distribution; | ||
(4) | if the Issuer, by dividend or otherwise, distributes to all or substantially all holders of its outstanding Common Stock, evidences of the Issuer’s indebtedness or assets, including securities but excluding: (i) any dividends or distributions referred to in (1) above; (ii) shares delivered in connection with subdivisions of Common Stock referred to in (2) above; (iii) any rights, warrants or options referred to in (3) above; and, or (iv) any dividends or distributions referred to in (5) below (any of the foregoing hereinafter referred to as the “Distributed Assets”); | ||
(5) | if the Issuer pays a dividend or otherwise distributes to all or substantially all holders of its Common Stock a dividend or other distribution of exclusively cash excluding any dividend or distribution in connection with the liquidation, dissolution or winding up of the Issuer; and | ||
(6) | purchases of Common Stock pursuant to a tender offer or exchange offer made by the Issuer or any Subsidiary of the Issuer for all or any portion of Common Stock, to the extent that the Fair Market Value of cash and any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Date”). |
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Stock Price | ||||||||||||||||||||||||||||||||||||
$6.21 | $7.00 | $10.50 | $14.00 | $17.50 | $21.00 | $24.50 | $28.00 | |||||||||||||||||||||||||||||
Validation Date | 8/31/2010 | 65.793 | 53.181 | 23.631 | 11.808 | 6.225 | 3.320 | 1.715 | 0.806 | |||||||||||||||||||||||||||
8/31/2011 | 65.793 | 52.584 | 21.700 | 9.582 | 4.328 | 1.957 | 0.839 | 0.296 | ||||||||||||||||||||||||||||
8/31/2012 | 65.793 | 51.687 | 20.025 | 6.866 | 0.356 | 0.000 | 0.000 | 0.000 | ||||||||||||||||||||||||||||
8/31/2013 | 65.793 | 49.778 | 17.630 | 5.804 | 0.274 | 0.000 | 0.000 | 0.000 | ||||||||||||||||||||||||||||
8/31/2014 | 65.793 | 47.619 | 12.315 | 3.332 | 0.147 | 0.000 | 0.000 | 0.000 | ||||||||||||||||||||||||||||
8/31/2015 | 65.793 | 47.619 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 |
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Consolidated | ||
Period | Secured Debt Ratio | |
April 1, 2012 — March 31, 2013 | 7.50 : 1.00 | |
April 1, 2013 — March 31, 2014 | 7.00 : 1.00 | |
April 1, 2014 — March 31, 2015 | 6.75 : 1.00 | |
April 1, 2015 — and thereafter | 6.50 : 1.00 |
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• | upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the registrar with portions of the principal amount of the Global Notes; and |
• | ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). |
• | any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or |
• | any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. |
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• | DTC (a) notifies us that it is unwilling or unable to continue as depository for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depository; |
• | we, at our option and subject to the procedures of DTC, elect to exchange the Global Notes (in whole but not in part) for definitive securities and deliver a written notice to such effect to the Trustee; or |
• | there has occurred and is continuing a Default or Event of Default with respect to the Notes. |
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(i) | that gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (and, where a tax treaty applies, is attributable to a U.S. permanent establishment); or | ||
(ii) | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition and certain other conditions are met. |
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1. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 11, 2011; | ||
2. | The Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the SEC on August 5, 2011; | ||
3. | The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed with the SEC on May 6, 2011; | ||
4. | The Company’s Current Reports on Form 8-K, filed with the SEC on March 3, 2011 (other then the information furnished under Item 2.02), March 30, 2011, April 19, 2011, July 26, 2011, August 2, 2011, August 5, 2011, August 16, 2011 and August 22, 2011; and | ||
5. | The Company’s Definitive Proxy Statement on Schedule 14-A, filed with the SEC on June 21, 2011. |
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INFORMATION NOT REQUIRED IN PROSPECTUS
SEC registration fee | $ | 982 | ||
Printing expenses | $ | 75,000 | ||
Accounting fees and expenses | $ | 25,000 | ||
Legal fees and expenses | $ | 115,000 | ||
Miscellaneous | $ | 5,000 | ||
Total | $ | 220,982 |
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Exhibit | ||||
Number | Description | |||
2.1* | Debtors’ Joint Plan of Reorganization filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on July 27, 2010 with the United States Bankruptcy Court for the District of Delaware in Case No. 10- 11407 (Jointly Administered) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 30, 2010 (File No. 000-26025)). | |||
2.2* | Debtors’ Disclosure Statement filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on June 2, 2010 with the United States Bankruptcy Court for the District of Delaware in Case No. 10-11407 (Jointly Administered) (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 30, 2010 (File No. 000-26025)). | |||
3.1* | Amended and Restated Certificate of Incorporation of U.S. Concrete, Inc. (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000- 26025)). | |||
3.2* | Third Amended and Restated By-Laws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)). | |||
3.3(a)* | Articles of Incorporation of American Concrete Products, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.5(a)). | |||
3.3(b)* | Bylaws of American Concrete Products, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.5(b)). | |||
3.4(a)* | Articles of Incorporation of Alliance Haulers, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.5(a)). | |||
3.4(b)* | Articles of Amendment of Alliance Haulers, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.5(b)). | |||
3.4(c)* | Amended and Restated Bylaws of Alliance Haulers, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.5(c)). | |||
3.5(a)* | Amended and Restated Articles of Incorporation of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(a)). | |||
3.5(b)* | Bylaws of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(d)). |
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Exhibit | ||||
Number | Description | |||
3.5(c)* | Certificate of Amendment to Bylaws of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(c)). | |||
3.5(d)* | Certificate of Amendment to Bylaws of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(b)). | |||
3.5(e)** | Certificate of Amendment of Bylaws of Alberta Investments, Inc. | |||
3.6(a)* | Articles of Incorporation of Atlas-Tuck Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(a)). | |||
3.6(b)* | Certificate of Increase of Capital Stock of Atlas-Tuck Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.7(b)). | |||
3.6(c)* | Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed October 1, 1964. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(c)). | |||
3.6(d)* | Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed June 21, 1973 (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(d)). | |||
3.6(e)* | Bylaws of Atlas-Tuck Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(e)). | |||
3.7(a)** | Certificate of Formation of Beall Concrete Enterprises, LLC (f/k/a Beall Subsidiary, LLC). | |||
3.7(b)** | Limited Liability Company Agreement of Beall Concrete Enterprises, LLC. | |||
3.7(c)** | Certificate of Merger of Beall Subsidiary, LLC into Beall Concrete Enterprises, Ltd. (now known as Beall Concrete Enterprises, LLC). | |||
3.7(d)** | Certificate of Amendment to the Certificate of Formation of Beall Concrete Enterprises, LLC. | |||
3.8(a)* | Articles of Incorporation of Beall Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.8(a)). | |||
3.8(b)* | Bylaws of Beall Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.8(b)). | |||
3.9(a)* | Articles of Incorporation of Beall Management, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.9(a)). | |||
3.9(b)* | Bylaws of Beall Management, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.9(b)). | |||
3.10(a)* | Amended and Restated Articles of Incorporation of Central Concrete Supply Co., Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(a)). | |||
3.10(b)* | Plan of Reorganizations and Agreement of Recapitalization and Agreement of Merger by and between Central Concrete Supply Co., Inc., its shareholders, Central Transport Inc. and its shareholders (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(b)). | |||
3.10(c)* | Agreement of Merger between Central Concrete Acquisition, Inc. and Central Concrete Supply Co., Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(c)). | |||
3.10(d)* | Agreement of Merger between Central Concrete Supply Co, Inc., Bay Cities Building Materials Co., Inc., Walker’s Concrete Inc. and B.C.B.M. Transport, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(d)). |
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Exhibit | ||||
Number | Description | |||
3.10(e)* | Bylaws of Central Concrete Supply Co., Inc., as amended (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(e)). | |||
3.11(a)* | Articles of Incorporation of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(a)). | |||
3.11(b)* | Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(b)). | |||
3.11(c)* | Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(c)). | |||
3.11(d)* | Bylaws of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(d)). | |||
3.12(a)* | Certificate of Incorporation of U.S. Concrete Texas Holdings, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.18(a)). | |||
3.12(b)* | Bylaws of Concrete U.S. Concrete Texas Holdings, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.18(b)). | |||
3.12(c)** | Certificate of Amendment of Certificate of Incorporation of U.S. Concrete Texas Holdings, Inc. | |||
3.13(a)* | Certificate of Incorporation of Concrete XXXIV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.19(a)). | |||
3.13(b)* | Bylaws of Concrete XXXIV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.19(b)). | |||
3.14(a)* | Certificate of Incorporation of Concrete XXXV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.20(a)). | |||
3.14(b)* | Bylaws of Concrete XXXV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.20(b)). | |||
3.15(a)* | Certificate of Incorporation of Concrete XXXVI Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.21(a)). | |||
3.15(b)* | Bylaws of Concrete XXXVI Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.21(b)). | |||
3.16(a)* | Certificate of Incorporation of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(a)). | |||
3.16(b)* | Certificate of Merger of Baer Enterprises, Inc. into Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(b)). | |||
3.16(c)* | Certificate of Amendment to Certificate of Incorporation of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(c)). | |||
3.16(d)* | Certificate of Merger of Baer Acquisition Inc. with and into Baer Concrete, Incorporated (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(d)). | |||
3.16(e)* | Certificate of Merger of Eastern Concrete Materials, Inc. and Baer Concrete, Incorporated (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(e)). |
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Exhibit | ||||
Number | Description | |||
3.16(f)* | Bylaws of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(f)). | |||
3.16(g)* | Amendment to the Bylaws of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(g)). | |||
3.17(a)* | Articles of Incorporation of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(a)). | |||
3.17(b)* | Certificate of Incorporation of Stock of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(b)). | |||
3.17(c)* | Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(c)). | |||
3.17(d)* | Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(d)). | |||
3.17(e)* | Amended and Restated Bylaws of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(e)). | |||
3.17(f)** | Certificate of Merger of Builders’ Redi-Mix, LLC, BWB, Inc. of Michigan, Superior Holdings, Inc. and USC Michigan, Inc., with and into Kurtz Gravel Company. | |||
3.17(g)** | Amendment to Bylaws of Kurtz Gravel Company. | |||
3.18(a)* | Certificate of Limited Partnership of Redi-Mix Concrete, L.P. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.26(a)). | |||
3.18(b)* | Agreement of Limited Partnership of Redi-Mix Concrete, L.P. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.26(b)). | |||
3.19(a)* | Articles of Organization of Redi-Mix GP, LLC (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.27(a)). | |||
3.19(b)* | Regulations of Redi-Mix GP, LLC (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.27(b)). | |||
3.19(c)** | Certificate of Amendment of Regulations of Redi-Mix GP, LLC | |||
3.20(a)* | Certificate of Incorporation of San Diego Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.20(a)). | |||
3.20(b)* | Certificate of Merger of San Diego Precast Concrete, Inc. with and into Concrete XII Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.20(b)). | |||
3.20(c)* | Bylaws of San Diego Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.20(c)). | |||
3.21(a)* | Restated Articles of Incorporation of Sierra Precast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.21(a)). | |||
3.21(b)* | Amended and Restated Bylaws of Sierra Precast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.21(b)). | |||
3.22(a)* | Certificate of Incorporation of Smith Pre-Cast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(a)). |
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Exhibit | ||||
Number | Description | |||
3.22(b)* | Certificate of Amendment of Certificate of Incorporation of Smith Pre-Cast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(b)). | |||
3.22(c)* | Certificate of Merger of Smith Pre-Cast, Inc. with and into Smith Pre-Cast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(c)). | |||
3.22(d)* | Bylaws of Smith Pre-Cast, Inc (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(d)). | |||
3.23(a)* | Articles of Incorporation of Superior Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(a)). | |||
3.23(b)* | Agreement and Plan of Merger of OCC Acquisition Inc. with and into Opportunity Concrete Corporation (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(b)). | |||
3.23(c)* | Articles of Amendment to the Articles of Incorporation of Opportunity Concrete Corporation (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(c)). | |||
3.23(d)* | Bylaws of Superior Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(d)). | |||
3.23(e)* | Amendment to the Bylaws of Superior Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(e)). | |||
3.24(a)* | Certificate of Incorporation of Titan Concrete Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(a)). | |||
3.24(b)* | Certificate of Merger of Carrier Excavation and Foundation Company with and into Concrete XI Acquisition, Inc. (now Titan Concrete Industries, Inc.) (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(b)). | |||
3.24(c)* | Certificate of Merger of Olive Branch Ready Mix, Inc. with and into Carrier Excavation and Foundation Company (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(c)). | |||
3.24(d)* | Certificate of Amendment of Certificate of Incorporation of Carrier Excavation and Foundation Company (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(d)). | |||
3.24(e)* | Bylaws of Titan Concrete Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(e)). | |||
3.24(f)** | Amendment to the Bylaws of Titan Concrete Industries, Inc. | |||
3.25(a)* | Certificate of Incorporation of U.S. Concrete On-Site, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.37(a)). | |||
3.25(b)* | Certificate of Amendment of U.S. Concrete On-Site, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.37(b)). | |||
3.25(c)* | Bylaws of U.S. Concrete On-Site, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.37(c)). | |||
3.26(a)* | Certificate of Incorporation of USC Atlantic, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.26(a)). | |||
3.26(b)* | Certificate of Amendment of Certificate of Incorporation of USC Atlantic, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.26(b)). |
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Exhibit | ||||
Number | Description | |||
3.26(c)* | Bylaws of USC Atlantic, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.26(c)). | |||
3.27(a)* | Certificate of Incorporation of USC Payroll Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.42(a)). | |||
3.27(b)* | Certificate of Amendment of USC Payroll Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.42(b)). | |||
3.27(c)* | Bylaws of USC Payroll Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.42(c)). | |||
3.28(a)** | Certificate of Formation of Atlas Redi-Mix, LLC. | |||
3.28(b)** | Limited Liability Company Agreement of Atlas Redi-Mix, LLC. | |||
3.29(a)** | Certificate of Incorporation of Beall Investment Corporation, Inc. | |||
3.29(b)** | Bylaws of Beall Investment Corporation, Inc. | |||
3.30(a)** | Articles of Incorporation of Breckenridge Ready Mix, Inc. | |||
3.30(b)** | Amended and Restated By-Laws of Breckenridge Ready Mix, Inc. | |||
3.31(a)** | Certificate of Formation of USC Management Co., LLC (f/k/a Concrete Acquisition III, LLC). | |||
3.31(b)** | Limited Liability Company Agreement of USC Management Co., LLC (f/k/a Concrete Acquisition III, LLC). | |||
3.31(c)** | Certificate of Merger of USC Management Co., LLC with and into Concrete Acquisition III, LLC (now known as USC Management Co., LLC). | |||
3.31(d)** | Amendment to the Limited Liability Company Agreement of USC Management Co., LLC (f/k/a Concrete Acquisition III, LLC). | |||
3.32(a)** | Certificate of Formation of Concrete Acquisition IV, LLC. | |||
3.32(b)** | Limited Liability Company Agreement of Concrete Acquisition IV, LLC. | |||
3.32(c)** | Amendment to the Limited Liability Company Agreement of Concrete Acquisition IV, LLC. | |||
3.33(a)** | Certificate of Formation of Concrete Acquisition V, LLC. | |||
3.33(b)** | Limited Liability Company Agreement of Concrete Acquisition V, LLC. | |||
3.33(c)** | Amendment to the Limited Liability Company Agreement of Concrete Acquisition V, LLC. | |||
3.34(a)** | Certificate of Formation of Concrete Acquisition VI, LLC. | |||
3.34(b)** | Limited Liability Company Agreement of Concrete Acquisition VI, LLC. | |||
3.34(c)** | Amendment to the Limited Liability Company Agreement of Concrete Acquisition VI, LLC. | |||
3.35(a)** | Certificate of Formation of Hamburg Quarry Limited Liability Company. | |||
3.35(b)** | Operating Agreement of Hamburg Quarry Limited Liability Company. | |||
3.35(c)** | Amendment to Operating Agreement of Hamburg Quarry Limited Liability Company. | |||
3.36(a)** | Certificate of Formation of Ingram Concrete, LLC (f/k/a Ingram Subsidiary, LLC). | |||
3.36(b)** | Limited Liability Company Agreement of Ingram Concrete, LLC. |
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Exhibit | ||||
Number | Description | |||
3.36(c)** | Certificate of Amendment to the Certificate of Formation of Ingram Concrete, LLC. | |||
3.37(a)** | Certificate of Formation of Local Concrete Supply & Equipment, LLC. | |||
3.37(b)** | Limited Liability Company Agreement of Local Concrete Supply & Equipment, LLC. | |||
3.37(c)** | Amendment to the Limited Liability Company Agreement of Local Concrete Supply & Equipment, LLC. | |||
3.38(a)** | Certificate of Formation of Master Mix, LLC (f/k/a Concrete Acquisition I, LLC). | |||
3.38(b)** | Certificate of Amendment to the Certificate of Formation of Master Mix, LLC (f/k/a Concrete Acquisition I, LLC). | |||
3.38(c)** | Limited Liability Company Agreement of Master Mix, LLC (f/k/a Concrete Acquisition I, LLC). | |||
3.38(d)** | Amendment to the Limited Liability Company Agreement of Master Mix, LLC. | |||
3.39(a)** | Articles of Organization of MG, LLC. | |||
3.39(b)** | Operating Agreement of MG, LLC. | |||
3.39(c)** | Amendment to the Operating Agreement of MG, LLC. | |||
3.40(a)** | Certificate of Conversion of NYC Concrete Materials, LLC (f/k/a NYC Ready-Mix, LLC). | |||
3.40(b)** | Certificate of Formation of NYC Concrete Materials, LLC (f/k/a NYC Ready-Mix, LLC). | |||
3.40(c)** | Limited Liability Company Agreement of NYC Concrete Materials, LLC. | |||
3.40(d)** | Certificate of Correction to the Certificate of Formation of NYC Concrete Materials, LLC. | |||
3.41(a)** | Certificate of Formation of Pebble Lane Associates, LLC. | |||
3.41(b)** | Limited Liability Company Agreement of Pebble Lane Associates, LLC. | |||
3.41(c)** | Amendment to the Limited Liability Company Agreement of Pebble Lane Associates, LLC. | |||
3.42(a)** | Certificate of Formation of Redi-Mix, LLC (f/k/a Redi-Mix Subsidiary, LLC). | |||
3.42(b)** | Certificate of Amendment to the Certificate of Formation of Redi-Mix, LLC. | |||
3.42(c)** | Certificate of Merger of Redi-Mix, LLC. | |||
3.42(d)** | Limited Liability Company Agreement of Redi-Mix, LLC. | |||
3.43(a)** | Certificate of Formation of Riverside Materials, LLC (f/k/a Concrete Acquisition II, LLC). | |||
3.43(b)** | Certificate of Amendment to the Certificate of Formation of Riverside Materials, LLC (f/k/a Concrete Acquisition II, LLC). | |||
3.43(c)** | Limited Liability Company Agreement of Riverside Materials, LLC (f/k/a Concrete Acquisition II, LLC). | |||
3.43(d)** | Amendment to the Limited Liability Company Agreement of Riverside Materials, LLC. | |||
3.44(a)** | Certificate of Incorporation of USC Technologies, Inc. (f/k/a Concrete XXXII Acquisition, Inc.)** | |||
3.44(b)** | By-Laws of USC Technologies, Inc (f/k/a Concrete XXXII Acquisition, Inc.). | |||
3.44(c)** | Certificate of Amendment of Certificate of Incorporation of USC Technologies, Inc. | |||
3.45(a)** | Certificate of Formation of Master Mix Concrete, LLC (f/k/a Master Mix Concrete Limited Liability Company). | |||
3.45(b)** | Certificate of Amendment of Certificate of Formation of Master Mix Concrete, LLC. | |||
3.45(c)** | Operating Agreement of Master Mix Concrete, LLC (f/k/a Master Mix Concrete Limited Liability Company). | |||
3.45(d)** | Amendment to the Operating Agreement of Master Mix Concrete, LLC. |
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Exhibit | ||||
Number | Description | |||
4.1* | Form of Common Stock certificate (incorporated by reference to Exhibit 3 to the Company’s Registration Statement on Form 8-A filed August 31, 2010 (File No. 000-26025)). | |||
4.2* | Indenture, dated as of August 31, 2010, by and among U.S. Concrete, Inc., the Guarantors named therein, and U.S. Bank National Association, as Trustee and Noteholder Collateral Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
4.3* | Registration Rights Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., the Guarantors named therein and the Holders party thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
4.4.* | Pledge and Security Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
4.5* | Form of Convertible Secured Note, included in Exhibit 4.2 (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
4.6* | Credit Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., certain of U.S. Concrete’s domestic subsidiaries as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
4.7* | Pledge and Security Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
4.8* | Intercreditor Agreement, dated as of August 31, 2010, by and among JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as Trustee and noteholder collateral agent and each of the loan parties party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
4.9* | Class A Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)). | |||
4.10* | Class B Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)). | |||
4.11* | First Lien Patent Security Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc. and San Diego Precast Concrete, Inc., as grantors, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2010 (File No. 000-26025)). | |||
4.12* | First Lien Trademark Security Agreement, dated as of August 31, 2010, by and between U.S. Concrete, Inc., as grantor, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 4.12 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2010 (File No. 000-26025)). | |||
5.1** | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP | |||
5.2** | Opinion of General Counsel of U.S. Concrete, Inc. |
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Exhibit | ||||
Number | Description | |||
10.1* | Purchase Letter, dated as of July 20, 2010, by and among U.S. Concrete, Inc., Monarch Alternative Capital, L.P., Whitebox Advisors, LLC and York Capital Management Global Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 22, 2010 (File No. 001-34530)). | |||
10.2* | Pledge Commitment Letter, dated as of July 27, 2010, by and among U.S. Concrete, Inc., JPMorgan Securities Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2010 (File No. 001-34530)). | |||
10.3* | Redemption Agreement, dated as of August 5, 2010, by and among U.S. Concrete, Inc., Kurtz Gravel Company, Superior Holdings, Inc., BWB, Inc. of Michigan, Builders’ Redi-Mix, LLC, USC Michigan, Inc., Superior Materials Holding, LLC, and Edw. C. Levy Co (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |||
10.4* | Joinder Agreement, dated as of September 30, 2010, by and among U.S. Concrete, Inc., Kurtz Gravel Company, Superior Holdings, Inc., BWB, Inc. of Michigan, Builders’ Redi-Mix, LLC, USC Michigan, Inc., Superior Materials Holding, LLC, Edw. C. Levy Co., VCNA Prairie, Inc. and Votorantim Cement North America, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |||
10.5* | Promissory Note of U.S. Concrete, Inc., Kurtz Gravel Company, Superior Holdings, Inc., BWB, Inc. of Michigan, Builders’ Redi-Mix, LLC, USC Michigan, Inc., dated September 30, 2010 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |||
10.6* | Amended and Restated Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and Michael W. Harlan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |||
10.7* | Amended and Restated Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and Curt M. Lindeman (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |||
10.8* | Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and James C. Lewis (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |||
10.9* | Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and Gary J. Konnie (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |||
10.10* | Severance Agreement, dated as of July 31, 2007, by and between U.S. Concrete, Inc. and Jeff L. Davis (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |||
10.11* | First Amendment to Severance Agreement, effective as of December 31, 2008, by and between U.S. Concrete, Inc. and Jeff L. Davis (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |||
10.12* | U.S. Concrete, Inc. and Subsidiaries 2010 Annual Team Member Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |||
10.13* | U.S. Concrete, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). |
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Exhibit | ||||
Number | Description | |||
10.14* | U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
10.15* | U.S. Concrete, Inc. Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
10.16* | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |||
10.17* | Support Agreement, dated as of August 16, 2010, by and among U.S. Concrete, Inc., the affiliates of Monarch Alternative Capital, LP set forth on the signature pages thereto, the affiliates of Whitebox Advisors, LLC set forth on the signature pages thereto and the affiliates of York Capital Management Global Advisors, LLC set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 16, 2010 (File No. 000-26025)). | |||
10.18* | Note Purchase Agreement, dated as of August 26, 2010, by and among U.S. Concrete, Inc., the guarantors set forth on the signature pages thereto, the Subscription Parties set forth in Annex I thereto and the Put Option Parties set forth on Annex II thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 27, 2010 (File No. 001-34530)). | |||
10.19* | Contribution Agreement, dated as of March 26, 2007, by and among, BWB, Inc. of Michigan Builders’, Redi-Mix, LLC, Kurtz Gravel Company, Superior Materials, Inc. USC Michigan, Inc., Edw. C. Levy Co. and Superior Joint Venture LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 26, 2007 (File No. 000-26025)). | |||
10.20* | Operating Agreement of Superior Materials, LLC dated effective as of April 1, 2007, by and between Kurtz Gravel Company, Superior Materials, Inc. and Edw. C. Levy Co., together with related Joinder Agreement dated effective April 2, 2007 by BWB, Inc. of Michigan Builders’, Redi-Mix, LLC, USC Michigan, Inc. and Superior Material Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2007 (File No. 000-26025)). | |||
10.21* | Guaranty dated as of April 1, 2007 by U.S. Concrete, Inc. in favor of Edw. C. Levy Co. and Superior Materials Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 1, 2007 (File No. 000-26025)). | |||
10.22* | Consulting Agreement dated February 23, 2007 by and between U.S. Concrete and Eugene P. Martineau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2007 (File No. 000-26025)). | |||
10.23* | Executive Severance Agreement Amendment, effective as of March 30, 2011, by and between U.S. Concrete, Inc. and Michael W. Harlan (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on March 30, 2011 (File No. 001-34530)). | |||
10.24* | U.S. Concrete, Inc. and Subsidiaries 2011 Annual Team Member Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2011 (File No. 011-34530)). | |||
10.25* | Term Sheet dated as of July 14, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on July 26, 2011 (File No. 001-34530)). | |||
10.26* | Severance Benefit Agreement, dated as of August 4, 2011, by and between U.S. Concrete, Inc. (and Michael W. Harlan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 5, 2011 (File No. 001-34530)). |
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Exhibit | ||||
Number | Description | |||
10.27* | Executive Severance Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)). | |||
10.28* | Indemnification Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)). | |||
21.1* | Subsidiaries of U.S. Concrete, Inc. (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |||
23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | |||
23.2** | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement). | |||
23.3** | Consent of General Counsel of U.S. Concrete, Inc. (included in Exhibit 5.2 to this Registration Statement). | |||
24.1** | Powers of Attorney. | |||
25.1** | Statement of Eligibility of Trustee on form T-1 of U.S. Bank National Association to Act as Trustee under the Indenture dated as of August 31, 2010. |
* | Incorporated by reference to the filing indicated. | |
** | Previously filed. | |
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1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | ||
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. | ||
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
2. | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
4. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
i. | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
5. | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
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iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
6. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
II-14
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U.S. CONCRETE, INC. | ||||
By: | /s/ William J. Sandbrook | |||
Name: | William J. Sandbrook | |||
Title: | President and Chief Executive Officer |
Signature | Title | |
/s/ William J. Sandbrook | President, Chief Executive Officer and Director (Principal Executive Officer) | |
* | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
* | Director and Chairman of the Board | |
* | Director | |
* | Director | |
* | Director | |
* | Director |
* By: | /s/ William J. Sandbrook | |||
William J. Sandbrook | ||||
Attorney-in-Fact | ||||
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ALBERTA INVESTMENTS, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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ALLIANCE HAULERS, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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AMERICAN CONCRETE PRODUCTS, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President (Principal Executive Officer) | |
* | Treasurer, Vice President and Director (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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ATLAS REDI-MIX, LLC | ||||
By: | /s/ James C. Lewis | |||
Name: | James C. Lewis | |||
Title: | President |
Signature | Title | |
/s/ James C. Lewis | President (Principal Executive Officer) | |
* | Treasurer and Vice President (Principal Financial and Accounting Officer) | |
Alberta Investments, Inc. | ||
/s/ James C. Lewis | ||
Name: James C. Lewis Title: President | Member |
* By: | /s/ James C. Lewis | |||
James C. Lewis | ||||
Attorney-in-Fact | ||||
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ATLAS-TUCK CONCRETE, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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BEALL CONCRETE ENTERPRISES, LLC | ||||
By: | /s/ James C. Lewis | |||
Name: | James C. Lewis | |||
Title: | President |
Signature | Title | |
/s/ James C. Lewis | President (Principal Executive Officer) | |
* | Vice President and Treasurer (Principal Financial and Accounting Officer) | |
Beall Investment Corporation, Inc. | ||
/s/ James C. Lewis | ||
Name: James C. Lewis Title: President | Member | |
Beall Management, Inc. | ||
/s/ James C. Lewis | ||
Name: James C. Lewis Title: President | Member |
* By: | /s/ James C. Lewis | |
James C. Lewis Attorney-in-Fact |
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BEALL INDUSTRIES, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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BEALL INVESTMENT CORPORATION, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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BEALL MANAGEMENT, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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BRECKENRIDGE READY MIX, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Vice President and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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CENTRAL CONCRETE SUPPLY CO., INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
* | Vice President and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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CENTRAL PRECAST CONCRETE, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
* | President (Principal Executive Officer) | |
* | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
/s/ Curt Lindeman Curt Lindeman | Vice President, Secretary and Director | |
* | Director |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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CONCRETE ACQUISITION IV, LLC | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President (Principal Executive Officer) | |
/s/ James C. Lewis | Treasurer (Principal Financial and Accounting Officer) |
/s/ James C. Lewis | ||
Title: Senior Vice President and Chief | ||
Financial Officer | Member |
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CONCRETE ACQUISITION V, LLC | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President (Principal Executive Officer) | |
/s/ James C. Lewis | Treasurer (Principal Financial and Accounting Officer) |
/s/ James C. Lewis | ||
Title: Senior Vice President and Chief | ||
Financial Officer | Member |
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CONCRETE ACQUISITION VI, LLC | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President (Principal Executive Officer) | |
/s/ James C. Lewis | Treasurer (Principal Financial and Accounting Officer) |
/s/ James C. Lewis | ||
Title: Senior Vice President and Chief | ||
Financial Officer | Member |
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CONCRETE XXXIV ACQUISITION, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
CONCRETE XXXV ACQUISITION, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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CONCRETE XXXVI ACQUISITION, INC. | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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EASTERN CONCRETE MATERIALS, INC. | ||||||
By: | /s/ James C. Lewis | |||||
Title: President |
Signature | Title | |
/s/ James C. Lewis | President, Secretary and Director (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) |
* By: | /s/ James C. Lewis | |||
James C. Lewis | ||||
Attorney-in-Fact | ||||
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HAMBURG QUARRY LIMITED LIABILITY COMPANY | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | Vice President |
Signature | Title | |
/s/ James C. Lewis | President (Principal Executive Officer) | |
/s/ Curt Lindeman | Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer) |
/s/ James C. Lewis | ||
Name: James C. Lewis | ||
Title: President and Secretary | Member |
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INGRAM CONCRETE, LLC | ||||||
By: | /s/ Jeffrey W. Roberts | |||||
Title: President and General Manager |
Signature | Title | |
/s/ Jeffrey W. Roberts | President and General Manager (Principal Executive Officer) | |
* | Vice President and Treasurer (Principal Financial and Accounting Officer) |
/s/ Curt Lindeman | ||
Name: Curt Lindeman | ||
Title: President | Member |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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KURTZ GRAVEL COMPANY | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President (Principal Executive Officer) | |
* | Treasurer, Vice President, Secretary and Director (Principal Financial and Accounting Officer) |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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LOCAL CONCRETE SUPPLY & EQUIPMENT, LLC | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President and Secretary (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) |
/s/ Curt Lindeman | ||
By: Name: Curt Lindeman | ||
Title: President | Member |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
MASTER MIX CONCRETE, LLC | ||||
By: | /s/ Curt Lindeman | |||
Name: | Curt Lindeman | |||
Title: | President |
Signature | Title | |
/s/ Curt Lindeman | President and Secretary (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) |
/s/ Curt Lindeman | ||
By: Name: Curt Lindeman | ||
Title: President | Member |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
MASTER MIX, LLC | ||||||
By: | /s/ Curt Lindeman | |||||
Title: President |
Signature | Title | |
/s/ Curt Lindeman | President and Secretary (Principal Executive Officer) | |
* | Treasurer (Principal Financial and Accounting Officer) |
/s/ Curt Lindeman | ||
By: | ||
By: Name: Curt Lindeman | ||
Title: President | Member |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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MG, LLC | ||||||
By: | /s/ Todd E. Martineau | |||||
Title: President |
Signature | Title | |
/s/ Todd E. Martineau | President | |
(Principal Executive Officer) | ||
* | Treasurer | |
(Principal Financial and Accounting Officer) | ||
/s/ Todd E. Martineau | ||
Manager |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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NYC CONCRETE MATERIALS, LLC | ||||||
By: | /s/ Curt Lindeman | |||||
Title: President |
Signature | Title | |
/s/ Curt Lindeman | President and Secretary | |
(Principal Executive Officer) | ||
/s/ William Steele | Treasurer | |
(Principal Financial and Accounting Officer) | ||
USC Atlantic, Inc. | ||
/s/ William Steele | ||
Name: William Steele | Member | |
Title: Treasurer |
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PEBBLE LANE ASSOCIATES, LLC | ||||||
By: | /s/ Curt Lindeman | |||||
Title: President |
Signature | Title | |
/s/ Curt Lindeman | President and Secretary | |
(Principal Executive Officer) | ||
* | Treasurer | |
(Principal Financial and Accounting Officer) | ||
NYC Concrete Materials, LLC | ||
/s/ Curt Lindeman | ||
Name: Curt Lindeman | Member | |
Title: President |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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REDI-MIX CONCRETE, L.P. | ||||||
By: | /s/ James C. Lewis | |||||
Title: President |
Signature | Title | |
/s/ James C. Lewis | President | |
(Principal Executive Officer) | ||
* | Vice President and Treasurer | |
(Principal Financial and Accounting Officer) | ||
Redi-Mix GP, LLC | ||
/s/ Curt Lindeman | ||
Name: Curt Lindeman | General Partner | |
Title: Vice President and Secretary |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
REDI-MIX GP, LLC | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President and Director | |
(Principal Executive Officer) | ||
* | Vice President and Treasurer | |
(Principal Financial and Accounting Officer) | ||
/s/ Curt Lindeman | ||
Vice President, Secretary and Director | ||
* | ||
Director |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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REDI-MIX, LLC | ||||||
By: | /s/ James C. Lewis | |||||
Title: President |
Signature | Title | |
/s/ James C. Lewis | President | |
(Principal Executive Officer) | ||
* | Vice President and Treasurer | |
(Principal Financial and Accounting Officer) | ||
U.S. Concrete Texas Holdings, Inc | ||
/s/ Curt Lindeman | ||
Name: Curt Lindeman | Member | |
Title: President |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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RIVERSIDE MATERIALS, LLC | ||||||
By: | /s/ William Steele | |||||
Title: Treasurer |
Signature | Title | |
* | President and Secretary | |
(Principal Executive Officer) | ||
/s/ William Steele | Treasurer | |
(Principal Financial and Accounting Officer) | ||
Eastern Concrete Materials, Inc. | ||
/s/ William Steele | ||
Name: William Steele | Member | |
Title: Treasurer |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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SAN DIEGO PRECAST CONCRETE, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President and Treasurer | |
(Principal Executive Officer) | ||
(Principal Financial and Accounting Officer) | ||
* | Director | |
* | Vice President and Director | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
SIERRA PRECAST, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President | |
(Principal Executive Officer) | ||
* | Vice President, Treasurer and Director | |
(Principal Financial and Accounting Officer) | ||
* | Director | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
SMITH PRE-CAST, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President and Treasurer | |
(Principal Executive Officer) | ||
(Principal Financial and Accounting Officer) | ||
* | Vice President and Director | |
* | Director | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
*By: | /s/ Curt M. Lindeman | ||||
Attorney-in-Fact |
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SUPERIOR CONCRETE MATERIALS, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President and General Manager | |
(Principal Executive Officer) | ||
* | Treasurer | |
(Principal Financial and Accounting Officer) | ||
/s/ Curt Lindeman | Vice President, Secretary and Director | |
*By: | /s/ Curt M. Lindeman | ||||
Attorney-in-Fact |
Table of Contents
TITAN CONCRETE INDUSTRIES, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: President |
Signature | Title | |
/s/ Curt Lindeman | President | |
(Principal Executive Officer) | ||
* | Treasurer | |
(Principal Financial and Accounting Officer) | ||
* | Vice President, Secretary and Director | |
* By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
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USC ATLANTIC, INC. | ||||||
By: | /s/ William Steele | |||||
Title: Treasurer |
Signature | Title | |
* | President | |
(Principal Executive Officer) | ||
/s/ William Steele | Treasurer | |
(Principal Financial and Accounting Officer) | ||
/s/ James C. Lewis | Vice President, Secretary and Director | |
* By: | /s/ James C. Lewis | |||
James C. Lewis | ||||
Attorney-in-Fact | ||||
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USC MANAGEMENT CO., LLC | ||||||
By: | /s/ Curt Lindeman | |||||
Title: President |
Signature | Title | |
/s/ Curt Lindeman | President | |
(Principal Executive Officer) | ||
/s/ James C. Lewis | Treasurer, Vice President and Director | |
(Principal Financial and Accounting Officer) | ||
U.S. Concrete Inc. | ||
/s/ James C. Lewis | ||
Member | ||
Name: Senior Vice President and | ||
Chief Financial Officer |
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USC PAYROLL, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President, Treasurer and Director | |
(Principal Executive Officer) | ||
(Principal Financial and Accounting Officer) | ||
/s/ Curt Lindeman | Vice President, Secretary and Director | |
*By: | /s/ Curt M. Lindeman | ||||
Attorney-in-Fact |
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USC TECHNOLOGIES, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President | |
(Principal Executive Officer) | ||
* | Treasurer | |
(Principal Financial and Accounting Officer) | ||
/s/ Curt Lindeman | Vice President, Secretary and Director | |
*By: | /s/ Curt M. Lindeman | ||||
Attorney-in-Fact |
Table of Contents
U.S. CONCRETE ON-SITE, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: Vice President |
Signature | Title | |
* | President, Treasurer and Director | |
(Principal Executive Officer) | ||
(Principal Financial and Accounting Officer) | ||
* | Director | |
/s/ Curt Lindeman | Vice President, Secretary and Director | |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
U.S. CONCRETE TEXAS HOLDINGS, INC. | ||||||
By: | /s/ Curt Lindeman | |||||
Title: President |
Signature | Title | |
/s/ Curt Lindeman | President and Director | |
(Principal Executive Officer) | ||
* | Treasurer | |
(Principal Financial and Accounting Officer) |
*By: | /s/ Curt M. Lindeman | |||
Curt M. Lindeman | ||||
Attorney-in-Fact | ||||
Table of Contents
Exhibit | ||
Number | Description | |
2.1* | Debtors’ Joint Plan of Reorganization filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on July 27, 2010 with the United States Bankruptcy Court for the District of Delaware in Case No. 10- 11407 (Jointly Administered) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 30, 2010 (File No. 000-26025)). | |
2.2* | Debtors’ Disclosure Statement filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on June 2, 2010 with the United States Bankruptcy Court for the District of Delaware in Case No. 10-11407 (Jointly Administered) (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 30, 2010 (File No. 000-26025)). | |
3.1* | Amended and Restated Certificate of Incorporation of U.S. Concrete, Inc. (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000- 26025)). | |
3.2* | Third Amended and Restated By-Laws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)). | |
3.3(a)* | Articles of Incorporation of American Concrete Products, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.5(a)). | |
3.3(b)* | Bylaws of American Concrete Products, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.5(b)). | |
3.4(a)* | Articles of Incorporation of Alliance Haulers, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.5(a)). | |
3.4(b)* | Articles of Amendment of Alliance Haulers, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.5(b)). | |
3.4(c)* | Amended and Restated Bylaws of Alliance Haulers, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.5(c)). | |
3.5(a)* | Amended and Restated Articles of Incorporation of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(a)). | |
3.5(b)* | Bylaws of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(d)). | |
3.5(c)* | Certificate of Amendment to Bylaws of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(c)). | |
3.5(d)* | Certificate of Amendment to Bylaws of Alberta Investments, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.6(b)). | |
3.5(e)** | Certificate of Amendment of Bylaws of Alberta Investments, Inc. | |
3.6(a)* | Articles of Incorporation of Atlas-Tuck Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(a)). | |
3.6(b)* | Certificate of Increase of Capital Stock of Atlas-Tuck Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.7(b)). | |
3.6(c)* | Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed October 1, 1964. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(c)). |
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Exhibit | ||
Number | Description | |
3.6(d)* | Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed June 21, 1973 (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(d)). | |
3.6(e)* | Bylaws of Atlas-Tuck Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.6(e)). | |
3.7(a)** | Certificate of Formation of Beall Concrete Enterprises, LLC (f/k/a Beall Subsidiary, LLC). | |
3.7(b)** | Limited Liability Company Agreement of Beall Concrete Enterprises, LLC. | |
3.7(c)** | Certificate of Merger of Beall Subsidiary, LLC into Beall Concrete Enterprises, Ltd. (now known as Beall Concrete Enterprises, LLC). | |
3.7(d)** | Certificate of Amendment to the Certificate of Formation of Beall Concrete Enterprises, LLC. | |
3.8(a)* | Articles of Incorporation of Beall Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.8(a)). | |
3.8(b)* | Bylaws of Beall Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.8(b)). | |
3.9(a)* | Articles of Incorporation of Beall Management, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.9(a)). | |
3.9(b)* | Bylaws of Beall Management, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.9(b)). | |
3.10(a)* | Amended and Restated Articles of Incorporation of Central Concrete Supply Co., Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(a)). | |
3.10(b)* | Plan of Reorganizations and Agreement of Recapitalization and Agreement of Merger by and between Central Concrete Supply Co., Inc., its shareholders, Central Transport Inc. and its shareholders (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(b)). | |
3.10(c)* | Agreement of Merger between Central Concrete Acquisition, Inc. and Central Concrete Supply Co., Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(c)). | |
3.10(d)* | Agreement of Merger between Central Concrete Supply Co, Inc., Bay Cities Building Materials Co., Inc., Walker’s Concrete Inc. and B.C.B.M. Transport, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(d)). | |
3.10(e)* | Bylaws of Central Concrete Supply Co., Inc., as amended (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.13(e)). | |
3.11(a)* | Articles of Incorporation of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(a)). | |
3.11(b)* | Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(b)). | |
3.11(c)* | Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(c)). | |
3.11(d)* | Bylaws of Central Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.15(d)). |
Table of Contents
Exhibit | ||
Number | Description | |
3.12(a)* | Certificate of Incorporation of U.S. Concrete Texas Holdings, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.18(a)). | |
3.12(b)* | Bylaws of Concrete U.S. Concrete Texas Holdings, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.18(b)). | |
3.12(c)** | Certificate of Amendment of Certificate of Incorporation of U.S. Concrete Texas Holdings, Inc. | |
3.13(a)* | Certificate of Incorporation of Concrete XXXIV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.19(a)). | |
3.13(b)* | Bylaws of Concrete XXXIV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.19(b)). | |
3.14(a)* | Certificate of Incorporation of Concrete XXXV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.20(a)). | |
3.14(b)* | Bylaws of Concrete XXXV Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.20(b)). | |
3.15(a)* | Certificate of Incorporation of Concrete XXXVI Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.21(a)). | |
3.15(b)* | Bylaws of Concrete XXXVI Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.21(b)). | |
3.16(a)* | Certificate of Incorporation of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(a)). | |
3.16(b)* | Certificate of Merger of Baer Enterprises, Inc. into Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(b)). | |
3.16(c)* | Certificate of Amendment to Certificate of Incorporation of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(c)). | |
3.16(d)* | Certificate of Merger of Baer Acquisition Inc. with and into Baer Concrete, Incorporated (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(d)). | |
3.16(e)* | Certificate of Merger of Eastern Concrete Materials, Inc. and Baer Concrete, Incorporated (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(e)). | |
3.16(f)* | Bylaws of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(f)). | |
3.16(g)* | Amendment to the Bylaws of Eastern Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.18(g)). | |
3.17(a)* | Articles of Incorporation of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(a)). | |
3.17(b)* | Certificate of Incorporation of Stock of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(b)). | |
3.17(c)* | Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(c)). | |
3.17(d)* | Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(d)). |
Table of Contents
Exhibit | ||
Number | Description | |
3.17(e)* | Amended and Restated Bylaws of Kurtz Gravel Company (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.25(e)). | |
3.17(f)** | Certificate of Merger of Builders’ Redi-Mix, LLC, BWB, Inc. of Michigan, Superior Holdings, Inc. and USC Michigan, Inc., with and into Kurtz Gravel Company. | |
3.17(g)** | Amendment to Bylaws of Kurtz Gravel Company. | |
3.18(a)* | Certificate of Limited Partnership of Redi-Mix Concrete, L.P. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.26(a)). | |
3.18(b)* | Agreement of Limited Partnership of Redi-Mix Concrete, L.P. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.26(b)). | |
3.19(a)* | Articles of Organization of Redi-Mix GP, LLC (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.27(a)). | |
3.19(b)* | Regulations of Redi-Mix GP, LLC (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.27(b)). | |
3.19(c)** | Certificate of Amendment of Regulations of Redi-Mix GP, LLC | |
3.20(a)* | Certificate of Incorporation of San Diego Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.20(a)). | |
3.20(b)* | Certificate of Merger of San Diego Precast Concrete, Inc. with and into Concrete XII Acquisition, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.20(b)). | |
3.20(c)* | Bylaws of San Diego Precast Concrete, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.20(c)). | |
3.21(a)* | Restated Articles of Incorporation of Sierra Precast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.21(a)). | |
3.21(b)* | Amended and Restated Bylaws of Sierra Precast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.21(b)). | |
3.22(a)* | Certificate of Incorporation of Smith Pre-Cast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(a)). | |
3.22(b)* | Certificate of Amendment of Certificate of Incorporation of Smith Pre-Cast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(b)). | |
3.22(c)* | Certificate of Merger of Smith Pre-Cast, Inc. with and into Smith Pre-Cast, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(c)). | |
3.22(d)* | Bylaws of Smith Pre-Cast, Inc (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.22(d)). | |
3.23(a)* | Articles of Incorporation of Superior Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(a)). | |
3.23(b)* | Agreement and Plan of Merger of OCC Acquisition Inc. with and into Opportunity Concrete Corporation (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(b)). | |
3.23(c)* | Articles of Amendment to the Articles of Incorporation of Opportunity Concrete Corporation (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(c)). |
Table of Contents
Exhibit | ||
Number | Description | |
3.23(d)* | Bylaws of Superior Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(d)). | |
3.23(e)* | Amendment to the Bylaws of Superior Concrete Materials, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.23(e)). | |
3.24(a)* | Certificate of Incorporation of Titan Concrete Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(a)). | |
3.24(b)* | Certificate of Merger of Carrier Excavation and Foundation Company with and into Concrete XI Acquisition, Inc. (now Titan Concrete Industries, Inc.) (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(b)). | |
3.24(c)* | Certificate of Merger of Olive Branch Ready Mix, Inc. with and into Carrier Excavation and Foundation Company (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(c)). | |
3.24(d)* | Certificate of Amendment of Certificate of Incorporation of Carrier Excavation and Foundation Company (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(d)). | |
3.24(e)* | Bylaws of Titan Concrete Industries, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.25(e)). | |
3.24(f)** | Amendment of the Bylaws of Titan Concrete Industries, Inc. | |
3.25(a)* | Certificate of Incorporation of U.S. Concrete On-Site, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.37(a)). | |
3.25(b)* | Certificate of Amendment of U.S. Concrete On-Site, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.37(b)). | |
3.25(c)* | Bylaws of U.S. Concrete On-Site, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.37(c)). | |
3.26(a)* | Certificate of Incorporation of USC Atlantic, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.26(a)). | |
3.26(b)* | Certificate of Amendment of Certificate of Incorporation of USC Atlantic, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.26(b)). | |
3.26(c)* | Bylaws of USC Atlantic, Inc. (incorporated by reference to Form S-4 (Reg. No. 333-115443), Exhibit 3.26(c)). | |
3.27(a)* | Certificate of Incorporation of USC Payroll Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.42(a)). | |
3.27(b)* | Certificate of Amendment of USC Payroll Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.42(b)). | |
3.27(c)* | Bylaws of USC Payroll Inc. (incorporated by reference to Form S-4 (Reg. No. 333-138868), Exhibit 3.42(c)). | |
3.28(a)** | Certificate of Formation of Atlas Redi-Mix, LLC. | |
3.28(b)** | Limited Liability Company Agreement of Atlas Redi-Mix, LLC. | |
3.29(a)** | Certificate of Incorporation of Beall Investment Corporation, Inc. | |
3.29(b)** | Bylaws of Beall Investment Corporation, Inc. |
Table of Contents
Exhibit | ||
Number | Description | |
3.30(a)** | Articles of Incorporation of Breckenridge Ready Mix, Inc. | |
3.30(b)** | Amended and Restated By-Laws of Breckenridge Ready Mix, Inc. | |
3.31(a)** | Certificate of Formation of USC Management Co., LLC (f/k/a Concrete Acquisition III, LLC). | |
3.31(b)** | Limited Liability Company Agreement of USC Management Co., LLC (f/k/a Concrete Acquisition III, LLC). | |
3.31(c)** | Certificate of Merger of USC Management Co., LLC with and into Concrete Acquisition III, LLC (now known as USC Management Co., LLC). | |
3.31(d)** | Amendment to the Limited Liability Company Agreement of USC Management Co., LLC (f/k/a Concrete Acquisition III, LLC). | |
3.32(a)** | Certificate of Formation of Concrete Acquisition IV, LLC. | |
3.32(b)** | Limited Liability Company Agreement of Concrete Acquisition IV, LLC. | |
3.32(c)** | Amendment to Limited Liability Company Agreement of Concrete Acquisition IV, LLC. | |
3.33(a)** | Certificate of Formation of Concrete Acquisition V, LLC. | |
3.33(b)** | Limited Liability Company Agreement of Concrete Acquisition V, LLC. | |
3.33(c)** | Amendment to Limited Liability Company Agreement of Concrete Acquisition V, LLC. | |
3.34(a)** | Certificate of Formation of Concrete Acquisition VI, LLC. | |
3.34(b)** | Limited Liability Company Agreement of Concrete Acquisition VI, LLC. | |
3.34(c)** | Amendment to Limited Liability Company Agreement of Concrete Acquisition VI, LLC. | |
3.35(a)** | Certificate of Formation of Hamburg Quarry Limited Liability Company. | |
3.35(b)** | Operating Agreement of Hamburg Quarry Limited Liability Company. | |
3.35(c)** | Amendment to Operating Agreement of Hamburg Quarry Limited Liability Company. | |
3.36(a)** | Certificate of Formation of Ingram Concrete, LLC (f/k/a Ingram Subsidiary, LLC). | |
3.36(b)** | Limited Liability Company Agreement of Ingram Concrete, LLC. | |
3.36(c)** | Certificate of Amendment to the Certificate of Formation of Ingram Concrete, LLC. | |
3.37(a)** | Certificate of Formation of Local Concrete Supply & Equipment, LLC. | |
3.37(b)** | Limited Liability Company Agreement of Local Concrete Supply & Equipment, LLC. | |
3.37(c)** | Amendment to the Limited Liability Company Agreement of Local Concrete Supply & Equipment, LLC. | |
3.38(a)** | Certificate of Formation of Master Mix, LLC (f/k/a Concrete Acquisition I, LLC). | |
3.38(b)** | Certificate of Amendment to the Certificate of Formation of Master Mix, LLC (f/k/a Concrete Acquisition I, LLC). | |
3.38(c)** | Limited Liability Company Agreement of Master Mix, LLC (f/k/a Concrete Acquisition I, LLC). | |
3.38(d)** | Amendment to the Limited Liability Company Agreement of Master Mix, LLC. | |
3.39(a)** | Articles of Organization of MG, LLC. |
Table of Contents
Exhibit | ||
Number | Description | |
3.39(b)** | Operating Agreement of MG, LLC. | |
3.39(c)** | Amendment to the Operating Agreement of MG, LLC. | |
3.40(a)** | Certificate of Conversion of NYC Concrete Materials, LLC (f/k/a NYC Ready-Mix, LLC). | |
3.40(b)** | Certificate of Formation of NYC Concrete Materials, LLC (f/k/a NYC Ready-Mix, LLC). | |
3.40(c)** | Limited Liability Company Agreement of NYC Concrete Materials, LLC. | |
3.40(d)** | Certificate of Correction to the Certificate of Formation of NYC Concrete Materials, LLC. | |
3.41(a)** | Certificate of Formation of Pebble Lane Associates, LLC. | |
3.41(b)** | Limited Liability Company Agreement of Pebble Lane Associates, LLC. | |
3.41(c)** | Amendment to the Limited Liability Company Agreement of Pebble Lane Associates, LLC. | |
3.42(a)** | Certificate of Formation of Redi-Mix, LLC (f/k/a NYC Redi-Mix Subsidiary, LLC). | |
3.42(b)** | Certificate of Amendment to the Certificate of Formation of Redi-Mix, LLC. | |
3.42(c)** | Certificate of Merger of Redi-Mix, LLC. | |
3.42(d)** | Limited Liability Company Agreement of Redi-Mix, LLC. | |
3.43(a)** | Certificate of Formation of Riverside Materials, LLC (f/k/a Concrete Acquisition II, LLC). | |
3.43(b)** | Certificate of Amendment to the Certificate of Formation of Riverside Materials, LLC (f/k/a Concrete Acquisition II, LLC). | |
3.43(c)** | Limited Liability Company Agreement of Riverside Materials, LLC (f/k/a Concrete Acquisition II, LLC). | |
3.43(d)** | Amendment to the Limited Liability Company Agreement of Riverside Materials, LLC. | |
3.44(a)** | Certificate of Incorporation of USC Technologies, Inc (f/k/a Concrete XXXII Acquisition, Inc). | |
3.44(b)** | By-Laws of USC Technologies, Inc (f/k/a Concrete XXXII Acquisition, Inc). | |
3.44(c)** | Certificate of Amendment of Certificate of Incorporation of USC Technologies, Inc. | |
3.45(a)** | Certificate of Formation of Master Mix Concrete, LLC (f/k/a Master Mix Concrete Limited Liability Company). | |
3.45(b)** | Certificate of Amendment of Certificate of Formation of Master Mix Concrete, LLC. | |
3.45(c)** | Operating Agreement of Master Mix Concrete, LLC (f/k/a Master Mix Concrete Limited Liability Company). | |
3.45(d)** | Amendment to the Operating Agreement of Master Mix Concrete, LLC. | |
4.1* | Form of Common Stock certificate (incorporated by reference to Exhibit 3 to the Company’s Registration Statement on Form 8-A filed August 31, 2010 (File No. 000-26025)). | |
4.2* | Indenture, dated as of August 31, 2010, by and among U.S. Concrete, Inc., the Guarantors named therein, and U.S. Bank National Association, as Trustee and Noteholder Collateral Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
4.3* | Registration Rights Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., the Guarantors named therein and the Holders party thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
4.4.* | Pledge and Security Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
4.5* | Form of Convertible Secured Note, included in Exhibit 4.2 (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). |
Table of Contents
Exhibit | ||
Number | Description | |
4.6* | Credit Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., certain of U.S. Concrete’s domestic subsidiaries as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
4.7* | Pledge and Security Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
4.8* | Intercreditor Agreement, dated as of August 31, 2010, by and among JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as Trustee and noteholder collateral agent and each of the loan parties party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
4.9* | Class A Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)). | |
4.10* | Class B Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)). | |
4.11* | First Lien Patent Security Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc. and San Diego Precast Concrete, Inc., as grantors, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2010 (File No. 000-26025)). | |
4.12* | First Lien Trademark Security Agreement, dated as of August 31, 2010, by and between U.S. Concrete, Inc., as grantor, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 4.12 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2010 (File No. 000-26025)). | |
5.1** | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP | |
5.2** | Opinion of General Counsel of U.S. Concrete, Inc. | |
10.1* | Purchase Letter, dated as of July 20, 2010, by and among U.S. Concrete, Inc., Monarch Alternative Capital, L.P., Whitebox Advisors, LLC and York Capital Management Global Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 22, 2010 (File No. 001-34530)). | |
10.2* | Pledge Commitment Letter, dated as of July 27, 2010, by and among U.S. Concrete, Inc., JPMorgan Securities Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2010 (File No. 001-34530)). | |
10.3* | Redemption Agreement, dated as of August 5, 2010, by and among U.S. Concrete, Inc., Kurtz Gravel Company, Superior Holdings, Inc., BWB, Inc. of Michigan, Builders’ Redi-Mix, LLC, USC Michigan, Inc., Superior Materials Holding, LLC, and Edw. C. Levy Co (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). |
Table of Contents
Exhibit | ||
Number | Description | |
10.4* | Joinder Agreement, dated as of September 30, 2010, by and among U.S. Concrete, Inc., Kurtz Gravel Company, Superior Holdings, Inc., BWB, Inc. of Michigan, Builders’ Redi-Mix, LLC, USC Michigan, Inc., Superior Materials Holding, LLC, Edw. C. Levy Co., VCNA Prairie, Inc. and Votorantim Cement North America, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |
10.5* | Promissory Note of U.S. Concrete, Inc., Kurtz Gravel Company, Superior Holdings, Inc., BWB, Inc. of Michigan, Builders’ Redi-Mix, LLC, USC Michigan, Inc., dated September 30, 2010 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |
10.6* | Amended and Restated Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and Michael W. Harlan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |
10.7* | Amended and Restated Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and Curt M. Lindeman (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |
10.8* | Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and James C. Lewis (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on August 6, 2010 (File No. 001-34530)). | |
10.9* | Executive Severance Agreement, effective as of October 1, 2010, by and between U.S. Concrete, Inc. and Gary J. Konnie (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |
10.10* | Severance Agreement, dated as of July 31, 2007, by and between U.S. Concrete, Inc. and Jeff L. Davis (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |
10.11* | First Amendment to Severance Agreement, effective as of December 31, 2008, by and between U.S. Concrete, Inc. and Jeff L. Davis (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |
10.12* | U.S. Concrete, Inc. and Subsidiaries 2010 Annual Team Member Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |
10.13* | U.S. Concrete, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
10.14* | U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
10.15* | U.S. Concrete, Inc. Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
10.16* | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)). | |
10.17* | Support Agreement, dated as of August 16, 2010, by and among U.S. Concrete, Inc., the affiliates of Monarch Alternative Capital, LP set forth on the signature pages thereto, the affiliates of Whitebox Advisors, LLC set forth on the signature pages thereto and the affiliates of York Capital Management Global Advisors, LLC set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 16, 2010 (File No. 000-26025)). |
Table of Contents
Exhibit | ||
Number | Description | |
10.18* | Note Purchase Agreement, dated as of August 26, 2010, by and among U.S. Concrete, Inc., the guarantors set forth on the signature pages thereto, the Subscription Parties set forth in Annex I thereto and the Put Option Parties set forth on Annex II thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 27, 2010 (File No. 001-34530)). | |
10.19* | Contribution Agreement, dated as of March 26, 2007, by and among, BWB, Inc. of Michigan Builders’, Redi-Mix, LLC, Kurtz Gravel Company, Superior Materials, Inc. USC Michigan, Inc., Edw. C. Levy Co. and Superior Joint Venture LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 26, 2007 (File No. 000-26025)). | |
10.20* | Operating Agreement of Superior Materials, LLC dated effective as of April 1, 2007, by and between Kurtz Gravel Company, Superior Materials, Inc. and Edw. C. Levy Co., together with related Joinder Agreement dated effective April 2, 2007 by BWB, Inc. of Michigan Builders’, Redi-Mix, LLC, USC Michigan, Inc. and Superior Material Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2007 (File No. 000-26025)). | |
10.21* | Guaranty dated as of April 1, 2007 by U.S. Concrete, Inc. in favor of Edw. C. Levy Co. and Superior Materials Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 1, 2007 (File No. 000-26025)). | |
10.22* | Consulting Agreement dated February 23, 2007 by and between U.S. Concrete and Eugene P. Martineau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2007 (File No. 000-26025)). | |
10.23* | Executive Severance Agreement Amendment, effective as of March 30, 2011, by and between U.S. Concrete, Inc. and Michael W. Harlan (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on March 30, 2011 (File No. 001-34530)). | |
10.24* | U.S. Concrete, Inc. and Subsidiaries 2011 Annual Team Member Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2011 (File No. 011-34530)). | |
10.25* | Term Sheet dated as of July 14, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on July 26, 2011 (File No. 001-34530)). | |
10.26* | Severance Benefit Agreement, dated as of August 4, 2011, by and between U.S. Concrete, Inc. (and Michael W. Harlan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 5, 2011 (File No. 001-34530)). | |
10.27* | Executive Severance Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)). | |
10.28* | Indemnification Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)). | |
21.1* | Subsidiaries of U.S. Concrete, Inc. (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 (File No. 001-34530)). | |
23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | |
23.2** | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement). | |
23.3** | Consent of General Counsel of U.S. Concrete, Inc. (included in Exhibit 5.2 to this Registration Statement). |
Table of Contents
Exhibit | ||
Number | Description | |
24.1** | Powers of Attorney. | |
25.1** | Statement of Eligibility of Trustee on form T-1 of U.S. Bank National Association to Act as Trustee under the Indenture dated as of August 31, 2010. |
* | Incorporated by reference to the filing indicated. | |
** | Previously filed. |