Exhibit 10.1


 


Execution Version


 


FIRST
AMENDMENT TO credit agreement


THIS FIRST AMENDMENT
TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2012, by and among VULCAN
MATERIALS COMPANY, a New Jersey corporation (the “Parent”), each of the Persons party to the Credit Agreement
(as defined below) as Borrowers (together with the Parent, each, a “Borrower,” and, collectively, the “Borrowers”),
the Persons party to the Credit Agreement as Guarantors, the Lenders (as defined below) party hereto, and SUNTRUST BANK, as the
Administrative Agent (the “Administrative Agent”).


WITNESSETH:


WHEREAS, the Borrowers,
the Guarantors, the several banks and other financial institutions and lenders party thereto (the “Lenders”),
and the Administrative Agent have executed and delivered that certain Credit Agreement dated as of December 15, 2011 (as amended,
restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”);


WHEREAS, the financial
statements delivered by the Borrowers for the month ending November 30, 2011, failed to conform to the requirements of Section
7.1(a) of the Credit Agreement (the “Specified Default”); and


WHEREAS, the Borrowers
have requested that the Administrative Agent and the Lenders waive the Specified Default and amend certain provisions of the Credit
Agreement as set forth herein, and the Administrative Agent and the Required Lenders have agreed to such waiver and amendments,
in each case, subject to the terms and conditions set forth below.


NOW, THEREFORE,
for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:


SECTION 1. Definitions.
Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to “hereof,” “hereunder,”
“herein,” and “hereby” and each other similar reference and each reference to “this Agreement”
and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement
as amended hereby.


SECTION 2. Waiver.
Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Administrative Agent and the Lenders
party hereto hereby waive the Specified Default.


SECTION 3. Amendments
to Credit Agreement. The Credit Agreement is hereby amended as follows:






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(a)   
Section 7.1 is amended so that it reads in its entirety as follows:


Section 7.1Monthly
and Quarterly Financial Statements and Information.


(a)Within thirty (30)
days after the last day of each fiscal month of the Borrowers (except for the last month of each fiscal quarter, in which case
within forty (40) days), the consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal month,
and the related consolidated income statement for such fiscal month and fiscal year to date period. Such financial statements shall
set forth in comparative form (i) the figures as at the end of such month and year to date period of the previous fiscal year,
and (ii) beginning with the fiscal month ending January 31, 2012, with respect to the income statement only, the figures for the
applicable year to date period set forth in the projections provided by the Credit Parties pursuant to Section 4.1, as amended
or superseded by projections delivered pursuant to Section 7.5(d), all of which shall be certified by an Authorized Signatory of
the Parent to be, in his or her opinion, complete and correct in all material respects and to present fairly in accordance with
GAAP the financial position of the Parent and its consolidated Subsidiaries, as at the end of such period and the results of operations
for such periods, subject only to normal audit and year-end adjustments and lack of footnotes.


(b)Within forty (40)
days after the last day of each fiscal quarter of the Borrowers (except for the last quarter of each fiscal year, in which case
within sixty (60) days), the consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter,
and the related consolidated and consolidating, on a division/region basis, income statement and related consolidated statement
of cash flows for such fiscal quarter and fiscal year to date period. Such financial statements shall set forth in comparative
form (i) the figures as at the end of such quarter and year to date period of the previous fiscal year, and (ii) beginning with
the fiscal quarter ending March 31, 2012, with respect to the consolidated financial statements only, the figures for the applicable
year to date period set forth in the projections provided by the Credit Parties pursuant to Section 4.1, as amended or superseded
by projections delivered pursuant to Section 7.5(d), all of which shall be certified by an Authorized Signatory of the Parent to
be, in his or her opinion, complete and correct in all material respects and to present fairly in accordance with GAAP the financial
position of the Parent and its consolidated Subsidiaries, as at the end of such period and the results of operations for such periods,
subject only to normal audit and year-end adjustments and lack of footnotes.


(b) Section
7.2 is amended so that it reads in its entirety as follows:


Section 7.2 Annual
Financial Statements and Information. Within sixty (60) days after the end of each fiscal year of the Borrowers, the audited
consolidated balance sheet of the Parent and its Subsidiaries as at the end of such year and the related audited consolidated and
consolidating, on a division/region basis, income statement, audited consolidated statement of shareholders equity and audited
consolidated cash flow statements for such fiscal year. Such financial statements shall set forth in comparative form (i) the figures
as at the end of and for the previous year, and (ii) with respect to the consolidated financial statements only, the figures for
the applicable period set forth in the projections provided by the Credit Parties pursuant to Section 4.1, as amended or superseded
by projections delivered pursuant to Section 7.5(d), and shall be accompanied by an unqualified opinion of independent certified
public accountants of recognized national standing satisfactory to the Administrative Agent (which opinion shall be without (A)
a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit,
or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal
of such qualification, would require a material adjustment to such item), stating that such financial statements are prepared in
all material respects in accordance with GAAP, and present fairly the financial position of the Parent and its consolidated Subsidiaries
as at the end of such year without any explanatory paragraphs.


SECTION 4. Representations
and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:


(a) Each of
the representations and warranties made by any Credit Party in or pursuant to the Loan Documents is true and correct in all material
respects on and as of the date hereof as if made on and as of such date except to the extent that such representations and warranties
relate to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such
earlier date.






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(b) As of the
date hereof there exists no Default or Event of Default (other than the Specified Default) and after giving effect to this Agreement
there will exist no Default or Event of Default.


(c) Each Credit
Party has the power and is duly authorized to enter into, deliver, and perform this Agreement.


(d) This Agreement
is the legal, valid, and binding obligation of the Credit Parties enforceable against the Credit Parties in accordance with its
terms.


SECTION 5. Conditions
Precedent. This Agreement shall become effective only upon the Administrative Agent’s receipt of this Agreement duly
executed by each of the Credit Parties, the Administrative Agent, and the Required Lenders.


SECTION 6. Miscellaneous
Terms.


(a) Loan
Document. For avoidance of doubt, the Borrowers, the Lenders party hereto, and the Administrative Agent hereby acknowledge
and agree that this Agreement is a Loan Document.


(b) Effect
of Agreement. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall
be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Credit
Parties. Except to the extent otherwise expressly set forth herein, the amendments set forth herein shall have effect only from
and after the date of this Agreement.


(c) No Novation
or Mutual Departure. The Credit Parties expressly acknowledge and agree that (i) there has not been, and this Agreement does
not constitute or establish, a novation with respect to the Credit Agreement or any of the other Loan Documents, or a mutual departure
from the strict terms, provisions, and conditions thereof, other than with respect to the waiver contained in Section 2
above and the amendments contained in Section 3 above, and (ii) nothing in this Agreement shall affect or limit the Administrative
Agent’s or any Lender’s right to demand payment of liabilities owing from any Credit Party to the Administrative Agent
or the Lender under, or to demand strict performance of the terms, provisions, and conditions of, the Credit Agreement and the
other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents
or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an
Event of Default under the Credit Agreement or the other Loan Documents.


(d) Ratification.
The Borrowers hereby restate, ratify, and reaffirm all of their obligations and covenants set forth in the Credit Agreement and
the other Loan Documents to which they are parties (as such obligations and covenants are amended by Section 3 above) effective
as of the date hereof.






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(e) Claims.
To induce the Administrative Agent and the Lenders to enter into this Agreement and to continue to make advances pursuant to the
Credit Agreement (subject to the terms and conditions thereof), the Borrowers hereby acknowledge and agree that, as of the date
hereof, and after giving effect to the terms hereof, there exists no right of offset, defense, counterclaim, claim, or objection
in favor of any Credit Party or arising out of or with respect to any of the Loans or other obligations of any Credit Party owed
to the Administrative Agent and the Lenders under the Credit Agreement or any other Loan Document.


(f) Release.
In consideration of the waiver and amendments contained herein, the Credit Parties hereby waive and release each of the Lender
Group members and their respective directors, partners, officers, employees and agents, from any and all claims and defenses, known
or unknown as of the date of this Agreement, with respect to the Credit Agreement, the other Loan Documents and the transactions
contemplated thereby on or before the date of this Agreement.


(g) Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute
but one and the same instrument.


(h) Fax or
Other Transmission. Delivery by one or more parties hereto of an executed counterpart of this Agreement via facsimile, telecopy,
or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation,
Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic
method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity,
enforceability, or binding effect of this Agreement.


(i) Recitals
Incorporated Herein. The preamble and the recitals to this Agreement are hereby incorporated herein by this reference.


(j) Section
References. Section titles and references used in this Agreement shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.


(k) Further
Assurances. The Borrowers agree to take, at the Borrowers’ expense, such further actions as the Administrative Agent
shall reasonably request from time to time to evidence the amendments set forth herein and the transactions contemplated hereby.


(l) Governing
Law. This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of
New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of New York.


(m) Severability.
Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability
of such provision in any other jurisdiction.






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(n) Reaffirmation
of Guarantors. Each Guarantor (i) consents to the execution and delivery of this Agreement, (ii) reaffirms all of its obligations
and covenants under the Credit Agreement and the other Loan Documents to which it is a party and (iii) agrees that none of its
respective obligations and covenants shall be reduced or limited by the execution and delivery of this Agreement.


 


[SIGNATURES ON FOLLOWING PAGES]


 



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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.



 


	BORROWERS:	VULCAN MATERIALS COMPANY
	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F. Sansone
Title:    Executive Vice President and Chief Financial Officer



 


 


		VULCAN CONSTRUCTION MATERIALS, LP
	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F. Sansone
Title:    President



 


 


		ATLANTIC GRANITE COMPANY

FLORIDA CEMENT, INC.

FLORIDA ROCK INDUSTRIES, INC.

HARPER BROS. INC.

MARCH ACQUISITIONS, LLC

MARYLAND ROCK INDUSTRIES, INC.

MARYLAND STONE, INC.

PALOMAR TRANSIT MIX CO.

RAIL SERVICES & STORAGE EAST COAST, INC.

RECO TRANSPORTATION, LLC

S & G CONCRETE CO.

S & G PRESTRESS COMPANY

STATEWIDE TRANSPORT, INC.

TCS MATERIALS, INC.

THE ARUNDEL CORPORATION

TRIANGLE ROCK PRODUCTS, INC.

VIRGINIA CONCRETE COMPANY, INCORPORATED

	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F.
    Sansone
Title:    Vice President



 





[VULCAN
– FIRST AMENDMENT TO CREDIT AGREEMENT]








    	 



    	 



    


 


 


		CALMAT CO.
	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F.
    Sansone
Title:    Senior Vice President



 


 



		DELMARVA AGGREGATES, LLC,
in its capacity as Guarantor
	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F.
    Sansone
Title:    Vice President of The Arundel Corporation, the Managing Member of Delmarva Aggregates, LLC



 


 


		FULTON CONCRETE COMPANY, INC.
	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F.
    Sansone
Title:    Chairman



 


 


		HERITAGE LOGISTICS, LLC
	 	 
	 	 
	 	By: 	/s/ Jerry F. Perkins, Jr.
	 	 	Name:  Jerry F. Perkins, Jr.
Title:    Vice President



 


 


		VAL-ROCK, INC.
	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F.
    Sansone
Title:    Senior Vice President



 


 





[VULCAN
– FIRST AMENDMENT TO CREDIT AGREEMENT]








    	 



    	 



    

 


 


		VULCAN AGGREGATES COMPANY, LLC
	 	 
	 	 
	 	By: 	/s/ Robert A. Wason IV
	 	 	Name:  Robert A. Wason IV
Title:    President



 


 


		VULCAN CONSTRUCTION MATERIALS, LLC
	 	 
	 	 
	 	By: 	/s/ Robert A. Wason IV
	 	 	Name:  Robert A. Wason IV
Title:    Vice President



 


 





[VULCAN
– FIRST AMENDMENT TO CREDIT AGREEMENT]











    	 



    	 



    
 


 


	GUARANTORS:	AZUSA ROCK, INC.

BLUE PINE HOLDINGS, LLC

ELECTRON ACQUISITIONS, LLC

FLACEM, LLC

MULE PEN QUARRY CORPORATION

ROCKLAND LLC

	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F. Sansone
Title:    Vice President



 


 


		VULCAN LANDS, INC.
	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F. Sansone
Title:    Chairman



 


 


		BECKER PROPERTIES, LLC

	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F.
    Sansone
Title:    Senior Vice President



 


 


		LEGACY VULCAN CORP.

	 	 
	 	 
	 	By: 	/s/ Daniel F. Sansone
	 	 	Name:  Daniel F.
    Sansone
Title:    Executive Vice President and Chief Financial Officer




 


 


[VULCAN
– FIRST AMENDMENT TO CREDIT AGREEMENT]








    	 



    	 



    
 


	ADMINISTRATIVE AGENT AND LENDERS:	SUNTRUST BANK,

as the Administrative Agent and a Lender
	 	 
	 	 
	 	By: 	/s/ B. Earl Garris
	 	 	Name:  B. Earl Garris
    
Title:    Director, ABL




 





[VULCAN
– FIRST AMENDMENT TO CREDIT AGREEMENT]








    	 



    	 



    
 


 


 


		WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender
	 	 
	 	 
	 	By: 	/s/ Daniel D’Onofrio
	 	 	Name:  Daniel D’Onofrio

Title:    Vice President




 






    	 



    	 



    
 


 


		BANK OF AMERICA, N.A.,

as a Lender
	 	 
	 	 
	 	By: 	/s/ Dennis S. Losin
	 	 	Name:  Dennis S. Losin

Title:    Senior Vice President




 






    	 



    	 



    
 


 


		REGIONS BANK,

as a Lender
	 	 
	 	 
	 	By: 	/s/ Cheryl Boyd
	 	 	Name:  Cheryl Boyd

Title:    Sr. Vice President




 






    	 



    	 



    
 


 


		U.S. BANK NATIONAL ASSOCIATION,

as a Lender
	 	 
	 	 
	 	By: 	/s/ Matthew Kasper
	 	 	Name:  Matthew Kasper

Title:    Vice - President




 






    	 



    	 



    
 


 


		GOLDMAN SACHS BANK USA,

as a Lender
	 	 
	 	 
	 	By: 	/s/ Rick Canonico
	 	 	Name:  Rick Canonico

Title:    Authorized Signatory




 






    	 



    	 



    
 


 


		THE NORTHERN TRUST COMPANY,

as a Lender
	 	 
	 	 
	 	By: 	/s/ Sara Bravo
	 	 	Name:  Sara Bravo

Title:    Second Vice President




 






    	 



    	 



    
 


 


		SYNOVUS BANK,

as a Lender
	 	 
	 	 
	 	By: 	/s/ Anne H. Lovette
	 	 	Name:  Anne H. Lovette

Title:    Senior RM




 






    	 



    	 



    
 


 


		ATLANTIC CAPITAL BANK,

as a Lender
	 	 
	 	 
	 	By: 	/s/ J. Christopher Deisley
	 	 	Name:  J. Christopher Deisley

Title:    Senior Vice President