EX-10.1





 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 5 TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of January 13, 2021, is
entered into by and among Eagle Materials Inc., as the Borrower, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms used but not otherwise defined herein shall
have the meanings given to them in the Credit Agreement referenced below. 
 WITNESSETH 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Third Amended and Restated Credit Agreement, dated as of
October 30, 2014 (as amended by that certain Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of August 10, 2015, as amended by that certain Amendment No. 2, dated as of August 2, 2016, as amended by
that certain Amendment No. 3, dated as of December 20, 2019, as amended by that certain Amendment No. 4, dated as of April 9, 2020 and as further amended, restated, supplemented or otherwise modified from time to time prior to
the date hereof, the “Existing Credit Agreement” and as may be amended, restated, supplemented or otherwise modified from time to time (including by this Amendment), the “Credit Agreement”); 

WHEREAS, the Borrower has requested that the Extending Lender (as defined below), Lenders constituting Required Lenders (including for the
avoidance of doubt, the Extending Lender), the Administrative Agent, the Issuing Bank and the Swingline Lender (i) agree to convert and continue the 2021 Revolving Loans and 2021 Commitments of the 2021 Lender party hereto (the
“Extending Lender”) to 2022 Revolving Loans and 2022 Commitments, so that such Loans and Commitments are the same Class as the 2022 Revolving Loans and 2022 Commitments and (ii) make certain other amendments to the
Existing Credit Agreement; and 
 WHEREAS, the Extending Lender, Lenders constituting Required Lenders (including for the avoidance of
doubt, the Extending Lender), the Administrative Agent, the Issuing Bank and the Swingline Lender have agreed to such amendments on the terms and conditions set forth herein; 

WHEREAS, JPMorgan Chase Bank, N.A. has agreed to act as lead arranger and bookrunner for this Amendment. 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

Section 1.    Amendments to Existing Credit Agreement. (a) Effective on the
Amendment No. 5 Effective Date, the 2021 Revolving Loans and 2021 Commitments, as in effect immediately prior to the Amendment No. 5 Effective Date, are converted and continued hereby as 2022 Revolving Loans and 2022 Commitments,
respectively (the “2021 Revolving Extension”). 












 (b)    The Lenders party hereto, constituting Required Lenders
(including for the avoidance of doubt, the Extending Lender) hereby (i) consent to the 2021 Revolving Extension and (ii) agree that after giving effect to the 2021 Revolving Extension, all 2021 Commitments and 2021 Revolving Loans of the
Extending Lender shall be deemed to be 2022 Revolving Loans and 2022 Commitments, respectively, and shall be treated as the same Class for all purposes under the Credit Agreement. 

(c)    Section 1.01 of the Existing Credit Agreement is hereby amended by inserting in alphabetical order the following
new definitions: 
 ““Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution.” 
 ““Resolution Authority” means (a) with respect to any EEA Financial Institution,
an EEA Resolution Authority and (b) with respect to any UK Financial Institution, a UK Resolution Authority.” 
 ““UK
Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of
the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment
firms.” 
 ““UK Resolution Authority” means the Bank of England or any other public administrative authority
having responsibility for the resolution of any UK Financial Institution.” 
 (d)    The following definitions set
forth in Section 1.1 of the Existing Credit Agreement are hereby amended and restated in their respective entireties to read as follows: 

““Bail-In Action” means the exercise of any Write-Down and Conversion Powers by
the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.” 
 ““Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law, regulation or rule for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings).” 
 ““EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which
is a parent of 

  
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an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in
clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.” 
 ““Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In
Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that
liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.” 

(e)    Section 9.18 of the Existing Credit Agreement is hereby amended by replacing (i) each reference therein to
“EEA Financial Institution” or “EEA Financial Institutions” with references to “Affected Financial Institution” or “Affected Financial Institutions”, as applicable and (ii) each reference therein to
“an EEA Resolution Authority” or “any EEA Resolution Authority” with references to “the applicable Resolution Authority”. 

(f)    Schedule 2.01 to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on
Schedule 1 hereto. 
 Section 2.    Conditions of Effectiveness. This Amendment
shall become effective on the date hereof (the “Amendment No. 5 Effective Date”) upon the satisfaction of the following conditions precedent: 

(a)    The Administrative Agent shall have received counterparts to this Amendment, duly executed by each of the
Borrower, the Extending Lender, Lenders constituting Required Lenders (including for the avoidance of doubt, the Extending Lender), the Administrative Agent, the Issuing Bank and the Swingline Lender; 

(b)    The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and
the Lenders and dated the Amendment No. 5 Effective Date) of (i) Sidley Austin LLP, counsel for the Loan Parties, and (ii) in-house legal counsel for the Loan Parties, in each case, covering
such matters relating to the Loan Parties and this Amendment as the Administrative Agent shall reasonably request; 

(c)    The Administrative Agent shall have received certificates of the secretary or an assistant secretary of each Loan
Party (or, if any Loan Party does not have a secretary or assistant secretary, any other Person duly authorized to execute such a certificate on behalf of such Loan Party), certifying as to (i) specimen signatures of the persons authorized to
execute Loan Documents to which such Loan Party is a party, (ii) copies of resolutions of the board of directors or other appropriate governing body of such Loan Party authorizing the execution and delivery of


  
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this Amendment and (iii) copies of such Loan Party’s constituent organizational documents or a statement that such constituent organizational documents have not changed since the time
each Loan Party last provided a certification in respect thereof; 
 (d)    The Administrative Agent shall have
received, for each Loan Party, a certificate of good standing (or the equivalent) from the appropriate governing agency of such Loan Party’s jurisdiction of organization (to the extent the concept of good standing is applicable in such
jurisdiction); 
 (e)    The Administrative Agent shall have received, at least three Business Days prior to the
Amendment No. 5 Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to
the extent requested in writing of the Borrower at least 10 Business Days prior to the Amendment No. 5 Effective Date; and 

(f)    The Administrative Agent shall have received payment of the Administrative Agent’s and its affiliates’
fees and reasonable out-of-pocket expenses (including reasonable out-of-pocket fees and
expenses of counsel for the Administrative Agent) in connection with this Amendment and any other Loan Document, and for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 5 Effective Date, in each
case, to the extent payment is required by Section 9.03(a) of the Credit Agreement. 

Section 3.    Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows: 
 (a)    This Amendment has been duly executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding at law or in equity. 
 (b)    Immediately after giving effect to this
Amendment, the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material
Adverse Effect, which such representation and warranty shall be true and correct in all respects), on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case
such representation or warranty is true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true
and correct in all respects) on and as of such earlier date. 
 (c)    Immediately before and after giving effect to
this Amendment, no Default or Event of Default shall have occurred and be continuing. 

  
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 Section 4.    Effect on Credit
Agreement. 
 (a)    Upon the effectiveness of this Amendment, on and after the date hereof, each reference in
the Credit Agreement to “this Agreement,” “hereunder,” “hereof,’ “herein” or words of like import shall mean and be a reference to such Agreement, as amended and modified hereby. 

(b)    Except as specifically amended and modified above, the Credit Agreement and all other documents, instruments and
agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed. 

(c)    The execution, delivery and effectiveness of this Amendment shall neither, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection
therewith. 
 Section 5.    Consent of Guarantors. Each Guarantor hereby
(a) consents to this Amendment, and to the amendments and modifications to the Credit Agreement pursuant hereto and (b) acknowledges the effectiveness and continuing validity of (and ratifies and affirms) its obligations under or with
respect to the Subsidiary Guaranty pursuant to the terms thereof, in each case after giving effect to this Amendment and that such obligations are without defense, setoff and counterclaim. 

Section 6.    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. 
 Section 7.    Headings. Section headings in
this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 

Section 8.    Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or PDF copy of any signature hereto shall have the same effect as the
original thereof. This Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

[The remainder of this page is intentionally blank.] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	EAGLE MATERIALS INC., as Borrower
		
	By:	 	 /s/ D. Craig Kesler

	Name:	 	D. Craig Kesler
	Title:	 	 Executive Vice President – Finance and Administration and Chief Financial Officer



 By their execution below, each of the undersigned hereby evidences their consent and acknowledgment to
the matters set forth in Section 5 of this Amendment. 
  

			
	IC ENERGY LLC
		
	By	 	 /s/ William R. Devlin

	Name:	 	William R. Devlin
	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 5] 














			
	 3D CONCRETE LLC
 AG DALLAS LLC

AG SOUTH CAROLINA LLC
 AMERICAN GYPSUM COMPANY LLC

AMERICAN GYPSUM MARKETING COMPANY LLC 
 AUDUBON MATERIALS LLC

AUDUBON READYMIX LLC
 CCP CEMENT LLC 

CCP CONCRETE/AGGREGATES LLC
 CCP GYPSUM LLC

CCP LAND LLC
 CCP LEASING LLC

CENTEX CEMENT LLC
 CENTEX MATERIALS LLC

CPCC LAND COMPANY LLC
 EAGLE CEMENT COMPANY LLC

EAGLE MATERIALS IP LLC
 EAGLE SPIN COMPANY INC.

FAIRBORN CEMENT COMPANY LLC
 FARMING SOLUTIONS HOLDINGS LLC

FARMING SOLUTIONS LLC
 HOLLIS & EASTERN RAILROAD COMPANY
LLC
	  	 ILLINOIS CEMENT COMPANY LLC
 KANSAS CITY
AGGREGATE LLC
 KANSAS CITY FLY ASH LLC
 KANSAS CITY READYMIX
LLC
 KOSMOS CEMENT COMPANY LLC
 MICHIGAN CEMENT COMPANY LLC

MOUNTAIN CEMENT COMPANY LLC
 MOUNTAIN LAND & CATTLE
COMPANY LLC
 NEVADA CEMENT COMPANY LLC
 REPUBLIC PAPERBOARD
COMPANY LLC
 RIO GRANDE DRYWALL SUPPLY CO. LLC
 SKYWAY CEMENT
COMPANY LLC
 TEXAS CEMENT COMPANY
 TLCC GP LLC

TLCC LP LLC
 TULSA CEMENT LLC

WESTERN CEMENT COMPANY OF CALIFORNIA
 WISCONSIN CEMENT COMPANY
LLC


  

			
	
		
	By	 	 /s/ D. Craig Kesler

	Name:	 	D. Craig Kesler
	Title:	 	Senior Vice President



  
 [Signature Page to
Amendment No. 5] 













 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent, the Issuing Bank, the Swingline Lender and as a Lender
		
	By:	 	 /s/ Alexander Vardaman

	Name:	 	Alexander Vardaman
	Title:	 	Authorized Officer



  
 [Signature Page to
Amendment No. 5] 













 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	 TEXAS CAPITAL BANK, NATIONAL

ASSOCIATION, as the Extending Lender

		
	By:	 	 /s/ Chad Smith

	Name:	 	Chad Smith
	Title:	 	Executive Vice President



  
 [Signature Page to
Amendment No. 5] 













 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Jennifer Yan

	Name:	 	Jennifer Yan
	Title:	 	Senior Vice President



  
 [Signature Page to
Amendment No. 5] 













 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	Truist Bank, as a Lender
		
	By:	 	 /s/ Chris Hursey

	Name:	 	Chris Hursey
	Title:	 	Director



  
 [Signature Page to
Amendment No. 5] 













 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	Wells Fargo Bank, N.A., as a Lender
		
	By:	 	 /s/ Andrew M. Widmer

	Name:	 	Andrew M. Widmer
	Title:	 	Senior Vice President



  
 [Signature Page to
Amendment No. 5] 













 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	PNC Bank, National Association, as a Lender
		
	By:	 	 /s/ R. Ruining Nguyen

	Name:	 	R. Ruining Nguyen
	Title:	 	Senior Vice President



  
 [Signature Page to
Amendment No. 5] 













 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	The Northern Trust Company, as a Lender
		
	By:	 	 /s/ Tim Rohde

	Name:	 	Tim Rohde
	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 5] 













 Schedule 1 

SCHEDULE 2.01 TO EAGLE MATERIALS INC. THIRD AMENDED AND RESTATED 

CREDIT AGREEMENT 
 2021
Commitments 
 None 
 2022 Commitments

  

					
	 Lender
	  	Commitments	 
	 JPMorgan Chase Bank, N.A.
	  	$	112,500,000	 
	 Bank of America, N.A.
	  	$	105,000,000	 
	 Truist Bank, formerly known as Branch Banking and Trust Company, and as successor by merger to
SunTrust Bank
	  	$	175,000,000	 
	 Wells Fargo Bank, N.A.
	  	$	105,000,000	 
	 PNC Bank, National Association
	  	$	105,000,000	 
	 Texas Capital Bank, National Association
	  	$	83,750,000	 
	 The Northern Trust Company
	  	$	63,750,000	 
	 Total:
	  	$	750,000,000