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Junior Subordinated Indenture

Indenture Agreement

Junior Subordinated Indenture | Document Parties: BRESLER & REINER INC You are currently viewing:
This Indenture Agreement involves

BRESLER & REINER INC

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Title: Junior Subordinated Indenture
Date: 5/14/2008
Industry: Construction Services     Sector: Capital Goods

Junior Subordinated Indenture, Parties: bresler & reiner inc
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Exhibit 10

[TABERNA LOGO]

TABERNA CAPITAL MANAGEMENT, LLC
450 Park Avenue • Suite 1100 • New York, NY 10022
Main: 212.735.1480 • Fax: 212.735.1499

May 13, 2008

Raphael Licht
Taberna Capital Management, LLC
450 Park Avenue
Floor 11
New York, New York 10022

Dear Mr. Licht:

        Reference is hereby made to that certain Junior Subordinated Indenture, dated as of May 31, 2006, by and between Bresler and Reiner, Inc. (the "Company") and The Bank of New York Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association, the "Trustee") (the "Indenture"). All capitalized terms used herein and not defined herein shall have the meaning ascribed to such terms in the Indenture. Reference is also hereby made to that certain Junior Subordinated Indenture, dated as of November 29, 2005, by and between the Company and the Trustee (the "Other Indenture").

        Section 5.1(c) of the Indenture substantially provides that a "default in the performance, or breach, of any covenant or warranty of the Company in the Indenture and continuance of such default or breach for a period of thirty (30) days after there has been given (or ninety (90) days with respect to a default under 10.9(b)), by registered or certified mail" shall constitute an Event of Default.

        Pursuant to Section 10.9(a) of the Indenture, the Company covenanted that it would:

    • at all times maintain a Tangible Net Worth equal to not less than $130,000,000.

        Pursuant to Section 10.9(b) of the Indenture, the Company covenanted that it would:

    • at the end of "either" (i) the preceding fiscal quarter or (ii) the preceding four (4) fiscal quarters, not permit the ratio of (i) EBITDA to (ii) Interest Charges to be less than 1.5 to 1.0.

        As of the date hereof, the Tangible Net Worth of the Company is less than $130,000,000 and the ratio of (i) EBITDA to (ii) Interest Charges is less than 1.5 to 1.0 for both the fiscal quarter and the preceding four fiscal quarters ending March 31, 2008.

        Taberna Capital Management, LLC ("Taberna") is the collateral manager for certain collateral debt obligation vehicles that collectively own and are the Holders of all of the Preferred Securities and the preferred securities issued in connection with the Other Indenture (the "Other Preferred Securities"), and, in such capacity, Taberna has the authority to (on behalf of the Holders) agree to the terms of this letter and to perform (or cause to be performed) the obligations of Taberna hereunder. In order to resolve the above-referenced violation, the Company acknowledges and agrees that it shall (i) not declare or pay any dividends from March 31, 2008 through th


 
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