Item 1.01 Entry into a Material Definitive Agreement.
a. Credit Agreements
On June 23, 2008, Vulcan Materials Company ("Vulcan", "we" or "us") entered into
a $300 million Term Loan Credit Agreement (the "Term Credit Agreement") with
Wachovia Bank, National Association, as administrative agent (in such capacity,
the "Administrative Agent"), and the Lenders (the "Lenders") and other parties
thereto.
The Term Credit Facility is senior unsecured debt of Vulcan. The Term Credit
Agreement contains customary representations, affirmative and negative covenants
(including limitations on liens, and a maximum consolidated debt to total
capitalization ratio of 0.65 to 1.00) and events of default usual for credit
facilities of the type. The Term Credit Facility matures on June 23, 2011.
Proceeds of the Term Credit Facility may only be used to pay down the
commitments and outstanding loans under the $2,000,000,000 364-Day Bridge Credit
Agreement dated November 16, 2007 with Wachovia Bank, National Association, as
Administrative Agent and the Lenders and other parties thereto, and following
repayment in full thereof, to refinance other outstanding indebtedness.
The loans under the Term Credit Facility bears interest at a rate equal to the
Eurodollar rate plus a margin determined by reference to a ratings-based pricing
grid, or the base rate at the option of Vulcan (which is defined as the higher
of the Wachovia prime rate and the Federal funds rate plus 0.50%). Assuming an
A-/A3 equivalent credit rating level, the applicable rate under the Term Credit
Facility will be the Eurodollar rate plus 1.00%.
Certain of the Lenders and their affiliates have provided, from time to time,
and may continue to provide, investment banking, commercial banking, financial
and other services to us, including letters of credit, depository and account
processing services, for which we have paid and intend to pay customary fees,
and our pension fund also invests in funds managed by the Lenders or affiliates
of the Lenders. Certain of the Lenders were parties to our prior credit
agreements. Banc of America Securities LLC, an affiliate of Bank of America,
N.A., a Lender, is a dealer with respect to our commercial paper program. To
hedge our exposure to changes in interest rates, we have from time to time
entered into transactions involving derivative instruments, such as forward
starting swaps, with Bank of America, National Association, a Lender.
The foregoing description of the Term Credit Agreement is qualified in its
entirety by reference to the full text of the Term Credit Agreement, which is
filed herewith as Exhibit 1.1 to this Report and is incorporated in this Report
by reference.