Exhibit 4.2

    

    

    

    
      Execution Version

       

      

       

      

      
        


      

      

      

      

      

      

      MARTIN MARIETTA MATERIALS, INC.,

      

      

      as Issuer

      

      

      and

      

      

      Regions Bank, as Trustee

      

      

      
        


      

      

      FOURTH SUPPLEMENTAL INDENTURE

      

      

      Dated as of July 2, 2021

      

      

      to

      

      

      INDENTURE

      

      

      Dated as of May 22, 2017

      

      

      

      

      
        


      

      

      0.650% Senior Notes due 2023

      

      

      2.400% Senior Notes due 2031

      

      

      3.200% Senior Notes due 2051

      

      

      

      

      

      

      

      

      
        


      

      

      
        
          


      

      
      TABLE OF CONTENTS

      

      

      Page

      

      

      	 	
              ARTICLE I

               

              

              Definitions

            	 
	 	 	 
	
              SECTION 1.1

            	
              Definition of Terms

            	
              2

            
	
              SECTION 1.2

            	
              Additional Definitions

            	
              2

            
	
              SECTION 1.3

            	
              Other Definitions

            	
              7

            
	 	 	 
	 	
              ARTICLE II

               

              

              General Terms and Conditions of the Notes

            	 
	 	 	 
	
              SECTION 2.1

            	
              Designation and Principal Amount

            	
              8

            
	
              SECTION 2.2

            	
              Maturity

            	
              8

            
	
              SECTION 2.3

            	
              Further Issues

            	
              8

            
	
              SECTION 2.4

            	
              Form and Payment

            	
              8

            
	
              SECTION 2.5

            	
              Global Securities

            	
              9

            
	
              SECTION 2.6

            	
              Interest

            	
              9

            
	
              SECTION 2.7

            	
              Authorized Denominations

            	
              9

            
	
              SECTION 2.8

            	
              Optional Redemption of the 2023 Notes

            	
              9

            
	
              SECTION 2.9

            	
              Optional Redemption of the 2031 Notes

            	
              10

            
	
              SECTION 2.10

            	
              Optional Redemption of the 2051 Notes

            	
              11

            
	
              SECTION 2.11

            	
              Special Mandatory Redemption

            	
              12

            
	
              SECTION 2.12

            	
              Appointment of Agents

            	
              13

            
	 	 	 
	 	
              ARTICLE III

               

              

              Additional Covenants

            	 
	 	 	 
	
              SECTION 3.1

            	
              Limitations on Liens

            	
              13

            
	
              SECTION 3.2

            	
              Limitations on Sale and Lease‐Back Transactions

            	
              14

            
	
              SECTION 3.3

            	
              Change of Control Repurchase Event

            	
              15

            
	
              SECTION 3.4

            	
              Maintenance of Office or Agency

            	
              17

            
	 	 	 
	 	
              ARTICLE IV

               

              

              Form of Notes

            	 
	 	 	 
	
              SECTION 4.1

            	
              Form of Notes

            	
              17

            


      

      

      
        i

        
          


      

      

      

      

      

      	 	
              ARTICLE V

               

              

              Original Issue of Notes

            	 
	 	 	 
	
              SECTION 5.1

            	
              Original Issue of Notes

            	
              17

            
	 	 	 
	 	
              ARTICLE VI

               

              

              Miscellaneous

            	 
	 	 	 
	
              SECTION 6.1

            	
              Ratification of Indenture

            	
              18

            
	
              SECTION 6.2

            	
              Effect of Supplemental Indenture

            	
              18

            
	
              SECTION 6.3

            	
              Trustee Not Responsible for Recitals

            	
              18

            
	
              SECTION 6.4

            	
              Governing Law

            	
              18

            
	
              SECTION 6.5

            	
              Separability

            	
              18

            
	
              SECTION 6.6

            	
              Counterparts

            	
              19

            


      

      

      

      

      	
              EXHIBIT A – Form of 2023 Notes

            	
              A‐1

            
	 	 
	
              EXHIBIT B – Form of 2031 Notes

            	
              B‐1

            
	 	 
	
              EXHIBIT C – Form of 2051 Notes

            	
              C‐1

            


      

      

      

      

      

      

      
        ii

        
          


      

      

      

      FOURTH SUPPLEMENTAL INDENTURE, dated as of July 2, 2021 (this “Supplemental Indenture”), between Martin Marietta Materials, Inc., a corporation duly organized and existing
        under the laws of the State of North Carolina, having its principal office at 4123 Parklake Avenue, Raleigh, North Carolina 27612 (the “Corporation”), and Regions Bank, as trustee (the “Trustee”).

      

      

      WHEREAS, the Corporation executed and delivered the indenture, dated as of May 22, 2017, to the Trustee (the “Indenture”), to provide for the issuance of the Corporation’s
        debt securities (the “Securities”), to be issued in one or more Series;

      

      

      WHEREAS, pursuant to the terms of the Indenture, the Corporation desires to provide for the establishment of (i) a new Series of its notes under the Indenture to be known as its
        “0.650% Senior Notes due 2023”, (ii) a new Series of its notes under the Indenture to be known as its “2.400% Senior Notes due 2031” and (iii) a new Series of its notes under the Indenture to be known as its “3.200% Senior Notes due 2051”, the form
        and substance and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

      

      

      WHEREAS, the Board of Directors of the Corporation, pursuant to (i) resolutions of the Finance Committee of the Board of Directors of the Corporation duly adopted on June
        14, 2021, (ii) resolutions of the Board of Directors of the Corporation duly adopted on June 16, 2021, (iii) the written consent of the Chairman of the Finance Committee of the Board of Directors of the Corporation on June 18, 2021 and
        (iv) resolutions of the authorized officers of the Corporation duly adopted on June 21, 2021, has duly authorized the issuance of the Notes, and has duly authorized the proper officers of the Corporation to execute any and all appropriate documents
        necessary or appropriate to effect each such issuance;

      

      

      WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of Section 2.3 and Section 9.1(6) of the Indenture;

      

      

      WHEREAS, the Corporation has requested that the Trustee execute and deliver this Supplemental Indenture; and

      

      

      WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Corporation, in accordance with its terms, and to make the Notes, when executed by the
        Corporation and authenticated and delivered by the Trustee, the valid obligations of the Corporation, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

      

      

      NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the
        Indenture, the forms and terms of the Notes and to make other modifications to the Indenture pertaining to the Notes, the Corporation and the Trustee hereby enter into this Supplemental Indenture, which modifies the Indenture with respect to (and
        only with respect to) the Notes, as follows:

      

      

      
        
          


      

      
      

      

      

      

      ARTICLE I

      

      

      Definitions

      

      

      SECTION 1.1   Definition of Terms.  Unless the context otherwise requires:

      

      

      (a)          each term defined in the Indenture has the same meaning when used in this Supplemental Indenture;

      

      

      (b)          the singular includes the plural and vice versa; and

      

      

      (c)          headings are for convenience of reference only and do not affect interpretation.

      

      

      SECTION 1.2   Additional Definitions.  Solely for the purposes of this Supplemental Indenture in connection with the Notes, the following terms shall have the following
        meanings:

      

      

      “2023 Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the 2023 Assumed Remaining Life that would be utilized, at the time of
        selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the 2023 Assumed Remaining Life.

      

      

      “2023 Interest Payment Date” means an Interest Payment Date in respect of the 2023 Notes.

      

      

      “2023 Notes” means the Initial 2023 Notes issued and any additional 0.650% Senior Notes due 2023 issued, treated as a single Series.

      

      

      “2023 Par Call Date” means July 2, 2022.

      

      

      “2031 Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the 2031 Assumed Remaining Life that would be utilized, at the time of
        selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the 2031 Assumed Remaining Life.

      

      

      “2031 Interest Payment Date” means an Interest Payment Date in respect of the 2031 Notes.

      

      

      “2031 Notes” means the Initial 2031 Notes issued and any additional 2.400% Senior Notes due 2031 issued, treated as a single Series.

      

      

      “2031 Par Call Date” means April 15, 2031.

      

      

      “2051 Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the 2051 Assumed

      

      

      
        2

        
          


      

      

      

      

      

      Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the 2051 Assumed Remaining Life.

      

      

      “2051 Interest Payment Date” means an Interest Payment Date in respect of the 2051 Notes.

      

      

      “2051 Notes” means the Initial 2051 Notes issued and any additional 3.200% Senior Notes due 2051 issued, treated as a single Series.

      

      

      “2051 Par Call Date” means January 15, 2051.

      

      

       “Acquisition” means the purchase by the Corporation or one or more of its Affiliates from the Lehigh Entities, pursuant to the Purchase Agreement, of 100% of the outstanding equity interests in the subsidiaries and
        joint ventures held by the Lehigh Entities that own and operate the business of producing, selling, marketing and distributing aggregates, cement, ready-mix concrete, asphalt and similar materials in California, Arizona, Nevada, Oregon and
        Ensenada, Mexico.

      

      

      “Attributable Debt” for a lease means the carrying value of the capitalized rental obligation determined under U.S. generally accepted accounting principles, whether or not such obligation is required to be shown on
        the balance sheet as a long‐term liability.  The carrying value may be reduced by the capitalized value of the rental obligations, calculated on the same basis, that any sublessee has for all or part of the same property.  A lease obligation shall
        be counted only once even if the Corporation and one or more of its Subsidiaries may be responsible for the obligation.

      

      

      “Below Investment Grade Rating Event” means the rating on the applicable Series of Notes is lowered by at least two of the three Rating Agencies and the applicable Series of Notes is rated below an Investment Grade
        Rating by at least two of the three Rating Agencies on any day during the period (which period shall be extended so long as the rating of the applicable Series of Notes is under publicly announced consideration for a possible downgrade by any of
        the Rating Agencies) commencing 60 days prior to the first public notice of the earlier of the Corporation’s intention to effect a Change of Control and the occurrence of a Change of Control and ending 60 days following consummation of such Change
        of Control.

      

      

      “Capital Expenditures” means, for any period, any expenditures of the Corporation or its Subsidiaries during such period that, in conformity with U.S. generally accepted accounting principles consistently applied, are
        required to be included in fixed asset accounts as reflected in the consolidated balance sheet of the Corporation and its Subsidiaries.

      

      

      “Change of Control” means:

      

      

      (1)          the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or group (as used in Section 13(d)(3) of the
        Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the Corporation’s Voting Stock, measured by voting power rather than number of shares;

      

      

      
        3

        
          


      

      

      

      

      

      (2)          any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation and its Subsidiaries,
        taken as a whole, to any Person or group of related Persons for the purpose of Section 13(d)(3) of the Exchange Act, together with any affiliates thereof, other than any such sale, lease, exchange or other transfer to one or more of the
        Corporation’s Subsidiaries (whether or not otherwise in compliance with the provisions of the Indenture and this Supplemental Indenture); or

      

      

      (3)          the adoption of a plan relating to the liquidation, dissolution or winding up of the Corporation.

      

      

      Notwithstanding the foregoing, a transaction effected to create a holding company for the Corporation shall not be deemed to involve a Change of Control if (a) pursuant to such transaction the Corporation becomes a
        wholly owned subsidiary of such holding company and (b) the holders of the outstanding Voting Stock of such holding company immediately following such transaction are the same as the holders of the Corporation’s outstanding Voting Stock immediately
        prior to such transaction.

      

      

      “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

      

      

      “Comparable Treasury Price” means, with respect to any Optional Redemption Date in respect of a Series of Notes, the average of two Reference Treasury Dealer Quotations for such Notes as of such Optional Redemption
        Date.

      

      

      “Consolidated Net Tangible Assets” means, as of any date of determination, total assets less:

      

      

      (1)          total current liabilities (excluding any Debt which, at the option of the borrower, is renewable or extendible to a term exceeding 12 months and which is included in current liabilities
        and further excluding any deferred income taxes which are included in current liabilities), and

      

      

      (2)          goodwill, patents and trademarks,

      

      

      all as stated on the Corporation’s most recent publicly available consolidated balance sheet preceding such date of determination.

      

      

      “Fitch” means Fitch Ratings, Inc. and its successors.

      

      

      “Initial 2023 Notes” means $700.0 million aggregate principal amount of the Corporation’s 0.650% Senior Notes due 2023 issued under this Supplemental Indenture and the Indenture on the date hereof substantially in the
        form set forth in Exhibit A hereto.

      

      

      “Initial 2031 Notes” means $900.0 million aggregate principal amount of the Corporation’s 2.400% Senior Notes due 2031 issued under this Supplemental Indenture and the Indenture on the date hereof substantially in the
        form set forth in Exhibit B hereto.

      

      

      
        4

        
          


      

      

      

      

      

      “Initial 2051 Notes” means $900.0 million aggregate principal amount of the Corporation’s 3.200% Senior Notes due 2051 issued under this Supplemental Indenture and the Indenture on the date hereof substantially in the
        form set forth in Exhibit C hereto.

      

      

      “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s, BBB‐ (or the equivalent under any successor rating categories) by S&P and
        BBB‐ (or the equivalent under any successor rating categories) by Fitch and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Corporation.

      

      

      “Lehigh Entities” means Lehigh Cement Company LLC, a Delaware limited liability company, HMBA Holdings, LLC, a Delaware limited liability company, and Lehigh Southwest Cement Company, a California company.

      

      

      “Long‐Term Debt” means Debt that by its terms matures on a date more than 12 months after the date it was created or Debt that the obligor may extend or renew without the obligee’s consent to a date more than 12 months
        after the Debt was created.

      

      

      “Maturity Date” means, with respect to the principal of such Note of the applicable Series, repayable on such date, the Stated Maturity Date, the Optional Redemption Date or the repurchase date pursuant to Section 3.3.

      

      

      “Moody’s” means Moody’s Investors Service Inc. and its successors.

      

      

      “Notes” means, collectively, the 2023 Notes, the 2031 Notes and the 2051 Notes.

      

      

      “Primary Treasury Dealer” means a primary U.S. Government securities dealer in The City of New York.

      

      

      “Principal Property” means any mining and quarrying or manufacturing facility located in the United States and owned by the Corporation or by one or more Restricted Subsidiaries on the Issue Date of the Notes and which
        has, as of the date the Lien is incurred, a net book value (after deduction of depreciation and other similar charges) greater than 3% of Consolidated Net Tangible Assets, except:

      

      

      (1)          any such facility or property which is financed by obligations of any State, political subdivision of any State or the District of Columbia under terms which permit the interest payable
        to the holders of the obligations to be excluded from gross income as a result of the plant, facility or property satisfying the conditions of Section 103(b)(4)(C), (D), (E), (F) or (H) or Section 103(b)(6) of the Internal Revenue Code of 1954 or
        Section 142(a) or Section 144(a) of the Internal Revenue Code of 1986, or of any successors to such provisions; or

      

      

      (2)          any such facility or property which, in the opinion of the Board of Directors of the Corporation, is not of material importance to the total business conducted by the Corporation and its
        Subsidiaries taken as a whole.

      

      

      
        5

        
          


      

      

      

      

      

      Notwithstanding the foregoing, the chief executive officer or chief financial officer of the Corporation may at any time declare any mining and quarrying or manufacturing facility or other property
        to be a Principal Property by delivering a certificate to that effect to the Trustee.

      

      

      “Purchase Agreement” means that certain Securities Purchase Agreement, dated as of May 23, 2021, by and among the Lehigh Entities and the Corporation, as it may be amended or supplemented.

      

      

      “Quotation Agent” means, with respect to any Optional Redemption Date in respect of a Series of Notes, the Reference Treasury Dealer appointed by the Corporation for such purpose.

      

      

      “Rating Agency” means (1) each of Moody’s, S&P and Fitch and (2) if any of Moody’s, S&P or Fitch ceases to rate the applicable Series of Notes or fails to make a rating of such Series publicly available for
        reasons outside the control of the Corporation, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Corporation (as certified by a resolution of the Board of
        Directors of the Corporation) to act as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.

      

      

      “Reference Treasury Dealer” means (i) each of Deutsche Bank Securities Inc., J.P. Morgan Securities LLC or Wells Fargo Securities LLC or their respective affiliates that are primary U.S. Government securities dealers
        and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Corporation shall substitute therefor another Primary Treasury Dealer and (ii) at the Corporation’s
        option, any other Primary Treasury Dealers selected by the Corporation.

      

      

      “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as determined by the Corporation, of the bid and asked prices for, as
        applicable the 2023 Comparable Treasury Issue (in the case of a redemption of the 2023 Notes), the 2031 Comparable Treasury Issue (in the case of a redemption of the 2031 Notes) or the 2051 Comparable Treasury Issue (in the case of a redemption of
        the 2051 Notes) (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Corporation by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Redemption
        Date.

      

      

      “Restricted Property” means any Principal Property, any Debt of a Restricted Subsidiary owned by the Corporation or a Restricted Subsidiary on the Issue Date of the Notes or thereafter if secured by a Principal
        Property (including any property received upon a conversion or exchange of such debt), or any shares of stock of a Restricted Subsidiary owned by the Corporation or a Restricted Subsidiary (including any property or shares received upon a
        conversion, stock split or other distribution with respect to the ownership of such stock).

      

      

      “Restricted Subsidiary” means a Subsidiary that has substantially all of its assets located in, or carries on substantially all of its business in, the United States and that owns a Principal Property.  Notwithstanding
        the preceding sentence, a Subsidiary shall not be a

      

      

      
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      Restricted Subsidiary during such period of time as it has shares of capital stock registered under the Exchange Act or it files reports and other information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

      

      

      “Sale‐Leaseback Transaction” means an arrangement whereby the Corporation or a Restricted Subsidiary sells or transfers a Principal Property and contemporaneously leases it back for a lease greater than three years.

      

      

      “Stated Maturity Date”, when used with respect to any Note, means the date specified in such Note as the fixed date on which the principal amount of such Note is due and payable.

      

      

      “S&P” means S&P Global Ratings and its successors.

      

      

      “Treasury Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semiannual yield to maturity of the 2023 Comparable Treasury Issue (in the case of a redemption of the 2023 Notes),
        the 2031 Comparable Treasury Issue (in the case of a redemption of the 2031 Notes) or the 2051 Comparable Treasury Issue (in the case of a redemption of the 2051 Notes), assuming, in each case, a price for such comparable treasury issue (expressed
        as a percentage of its principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date.

      

      

      SECTION 1.3   Other Definitions.

      

      

      	
              Term 

              

            	
              Defined in Section 

              

            
	 	 
	
              2023 Assumed Remaining Life

            	
              Section 2.8(i)(2)

            
	
              2023 Optional Redemption Date

            	
              Section 2.8(i)(2)

            
	
              2031 Assumed Remaining Life

            	
              Section 2.9(i)(2)

            
	
              2031 Optional Redemption Date

            	
              Section 2.9(i)(2)

            
	
              2051 Assumed Remaining Life

            	
              Section 2.10(i)(2)

            
	
              2051 Optional Redemption Date

            	
              Section 2.10(i)(2)

            
	
              Change of Control Offer

            	
              Section 3.3

            
	
              Change of Control Payment Date

            	
              Section 3.3(a)

            
	
              Corporation

            	
              Preamble

            
	
              existing Lien

            	
              Section 3.1(vi)

            
	
              Indenture

            	
              Preamble

            
	
              Securities

            	
              Preamble

            
	
              SMR Notes

            	
              Section 2.11

            
	
              Special Mandatory Redemption Date

            	
              Section 2.11

            
	
              Supplemental Indenture

            	
              Preamble

            
	
              Trustee

            	
              Preamble

            
	
              Trigger Date

            	
              Section 2.11

            


      

      

      ARTICLE II

      

      

      General Terms and Conditions of the Notes

      

      

      
        7

        
          


      

      

      

      

      

      SECTION 2.1   Designation and Principal Amount.  There is hereby authorized and established a Series of Securities under the Indenture, designated as the “0.650% Senior
        Notes due 2023”, which is not limited in aggregate principal amount.  There is also hereby authorized and established a Series of Securities under the Indenture, designated as the “2.400% Senior Notes due 2031”, which is not limited in aggregate
        principal amount.  There is also hereby authorized and established a Series of Securities under the Indenture, designated as the “3.200% Senior Notes due 2051”, which is not limited in aggregate principal amount.  The 2023 Notes, 2031 Notes and
        2051 Notes shall each constitute a separate Series of Securities under the Indenture.  The respective aggregate principal amounts of the 2023 Notes, 2031 Notes and 2051 Notes to be issued shall be as set forth in any Corporation order for the
        authentication and delivery of the 2023 Notes, 2031 Notes and 2051 Notes, respectively, pursuant to Section 2.1 of the Indenture.

      

      

      SECTION 2.2   Maturity.  The Stated Maturity Date of principal for the 2023 Notes will be July 15, 2023.  The Stated Maturity Date of principal for the 2031 Notes will be
        July 15, 2031.  The Stated Maturity Date of principal for the 2051 Notes will be July 15, 2051.

      

      

      SECTION 2.3   Further Issues.  The Corporation may from time to time issue additional 2023 Notes with the same terms as the Initial 2023 Notes (other than issue date and, to
        the extent applicable, the date from which interest will begin to accrue and the first payment of interest) and such additional 2023 Notes will be consolidated, and constitute a single Series of Securities under the Indenture, with the Initial 2023
        Notes for all purposes without notice to, or the consent of, the Holders of the Notes; provided, however, that if any additional 2023 Notes so issued will not be fungible with the Initial 2023 Notes for federal income tax purposes,
        such additional 2023 Notes will have a separate CUSIP number and ISIN, as applicable, from the Initial 2023 Notes.

      

      

      The Corporation may also from time to time issue additional 2031 Notes with the same terms as the Initial 2031 Notes (other than issue date and, to the extent applicable, the date from which interest will begin to
        accrue and the first payment of interest) and such additional 2031 Notes will be consolidated, and constitute a single Series of Securities under the Indenture, with the Initial 2031 Notes for all purposes without notice to, or the consent of, the
        Holders of the Notes; provided, however, that if any additional 2031 Notes so issued will not be fungible with the Initial 2031 Notes for federal income tax purposes, such additional 2031 Notes will have a separate CUSIP number and
        ISIN, as applicable, from the Initial 2031 Notes.

      

      

      The Corporation may also from time to time issue additional 2051 Notes with the same terms as the Initial 2051 Notes (other than issue date and, to the extent applicable, the date from which interest will begin to
        accrue and the first payment of interest) and such additional 2051 Notes will be consolidated, and constitute a single Series of Securities under the Indenture, with the Initial 2051 Notes for all purposes without notice to, or the consent of, the
        Holders of the Notes; provided, however, that if any additional 2051 Notes so issued will not be fungible with the Initial 2051 Notes for federal income tax purposes, such additional 2051 Notes will have a separate CUSIP number and
        ISIN, as applicable, from the Initial 2051 Notes.

      

      

      SECTION 2.4   Form and Payment.  Principal of, premium, if any, and interest on the Notes shall be payable in U.S. dollars.

      

      

      
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      SECTION 2.5   Global Securities.  Upon original issuance, each of the 2023 Notes, the 2031 Notes and the 2051 Notes will be represented by one or more Global Securities
        pertaining to such Series registered in the name of Cede & Co., the nominee of DTC.  The Corporation will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

      

      

      SECTION 2.6   Interest.  The 2023 Notes will bear interest (computed on the basis of a 360‐day year consisting of twelve 30‐day months) from, and including, July 2, 2021 at
        the rate of 0.650% per annum, payable semiannually in arrears; interest payable on each 2023 Interest Payment Date will include interest accrued from July 2, 2021, or from the most recent 2023 Interest Payment Date to which interest has been paid
        or duly provided for; the 2023 Interest Payment Dates on which such interest (except defaulted interest, which shall be paid in accordance with Section 2.13 of the Indenture) shall be payable are January 15 and July 15, commencing on January
        15, 2022; and the regular record date for the interest payable on any 2023 Interest Payment Date is the close of business on the 15th calendar day immediately preceding such 2023 Interest Payment Date, whether or not such 15th calendar day is a
        Business Day.

      

      

      The 2031 Notes will bear interest (computed on the basis of a 360‐day year consisting of twelve 30‐day months) from, and including, July 2, 2021 at the rate of 2.400% per annum, payable semiannually in arrears;
        interest payable on each 2031 Interest Payment Date will include interest accrued from July 2, 2021, or from the most recent 2031 Interest Payment Date to which interest has been paid or duly provided for; the 2031 Interest Payment Dates on which
        such interest (except defaulted interest, which shall be paid in accordance with Section 2.13 of the Indenture) shall be payable are January 15 and July 15, commencing on January 15, 2022; and the regular record date for the interest payable on any
        2031 Interest Payment Date is the close of business on the 15th calendar day immediately preceding such 2031 Interest Payment Date, whether or not such 15th calendar day is a Business Day.

      

      

      The 2051 Notes will bear interest (computed on the basis of a 360‐day year consisting of twelve 30‐day months) from, and including, July 2, 2021 at the rate of 3.200% per annum, payable semiannually in arrears;
        interest payable on each 2051 Interest Payment Date will include interest accrued from July 2, 2021, or from the most recent 2051 Interest Payment Date to which interest has been paid or duly provided for; the 2051 Interest Payment Dates on which
        such interest (except defaulted interest, which shall be paid in accordance with Section 2.13 of the Indenture) shall be payable are January 15 and July 15, commencing on January 15, 2022; and the regular record date for the interest payable on any
        2051 Interest Payment Date is the close of business on the 15th calendar day immediately preceding such 2051 Interest Payment Date, whether or not such 15th calendar day is a Business Day.

      

      

      SECTION 2.7   Authorized Denominations.  The Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

      

      

      SECTION 2.8   Optional Redemption of the 2023 Notes.  The Corporation may redeem the 2023 Notes, at its option, at any time in whole or from time to time in part (equal to a
        principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) for cash:

      

      

      
        9

        
          


      

      

      

      

      

      (i)          prior to the 2023 Par Call Date, at a price equal to the greater of:

      

      

      (1)          100% of the principal amount of the 2023 Notes to be redeemed; and

      

      

      (2)          as determined by the Quotation Agent, the sum of the present values of the principal amount of the 2023 Notes to be redeemed and the remaining
        scheduled payments of interest thereon after the date of optional redemption (a “2023 Optional Redemption Date”) through the 2023 Par Call Date (assuming, for this purpose, that the 2023 Notes are scheduled to mature on the 2023 Par Call
        Date) (the “2023 Assumed Remaining Life”) (excluding interest, if any, accrued thereon to such 2023 Optional Redemption Date), discounted to such 2023 Optional Redemption Date on a semiannual basis (assuming a 360‐day year consisting of
        twelve 30‐day months) at the Treasury Rate plus 10 basis points (or 0.100%); and

      

      

      (ii)          on or after the 2023 Par Call Date and prior to the Stated Maturity Date of the 2023 Notes, at a price equal to 100% of the principal amount of the 2023 Notes to be
        redeemed,

      

      

      plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such 2023 Optional Redemption Date.

      

      

      Notwithstanding the foregoing, the Corporation shall pay any interest installment due on a 2023 Interest Payment Date which occurs on or prior to a 2023 Optional Redemption Date to the Holders of the 2023 Notes as of
        the close of business on the regular record date immediately preceding such 2023 Interest Payment Date.

      

      

      The Corporation may at any time, and from time to time, purchase 2023 Notes at any price or prices in the open market or otherwise.

      

      

      Notwithstanding Section 3.4 of the Indenture, at least 10 days but not more than 30 days before a 2023 Optional Redemption Date, the Corporation shall send or cause to be sent by electronic transmission or by first
        class mail (with a copy to the Trustee), a notice of redemption to each Holder of 2023 Notes to be redeemed.

      

      

      SECTION 2.9   Optional Redemption of the 2031 Notes.  The Corporation may redeem the 2031 Notes, at its option, at any time in whole or from time to time in part (equal to a
        principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) for cash:

      

      

      (i)          prior to the 2031 Par Call Date, at a price equal to the greater of:

      

      

      (1)          100% of the principal amount of the 2031 Notes to be redeemed; and

      

      

      (2)          as determined by the Quotation Agent, the sum of the present values of the principal amount of the 2031 Notes to be redeemed and the

      

      

      
        10

        
          


      

      

      

      

      

      remaining scheduled payments of interest thereon after the date of optional redemption (a “2031 Optional Redemption Date”) through the 2031 Par Call Date (assuming, for this purpose, that the Notes are scheduled
        to mature on the 2031 Par Call Date) (the “2031 Assumed Remaining Life”) (excluding interest, if any, accrued thereon to such 2031 Optional Redemption Date), discounted to such 2031 Optional Redemption Date on a semiannual basis (assuming a
        360‐day year consisting of twelve 30‐day months) at the Treasury Rate plus 15 basis points (or 0.150%); and

      

      

      (ii)          on or after the 2031 Par Call Date and prior to the Stated Maturity Date of the 2031 Notes, at a price equal to 100% of the principal amount of the 2031 Notes to be
        redeemed,

      

      

      plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such 2031 Optional Redemption Date.

      

      

      Notwithstanding the foregoing, the Corporation shall pay any interest installment due on a 2031 Interest Payment Date which occurs on or prior to a 2031 Optional Redemption Date to the Holders of the 2031 Notes as of
        the close of business on the regular record date immediately preceding such 2031 Interest Payment Date.

      

      

      The Corporation may at any time, and from time to time, purchase 2031 Notes at any price or prices in the open market or otherwise.

      

      

      Notwithstanding Section 3.4 of the Indenture, at least 10 days but not more than 30 days before a 2031 Optional Redemption Date, the Corporation shall send or cause to be sent by electronic transmission or by first
        class mail (with a copy to the Trustee), a notice of redemption to each Holder of 2031 Notes to be redeemed.

      

      

      SECTION 2.10   Optional Redemption of the 2051 Notes.  The Corporation may redeem the 2051 Notes, at its option, at any time in whole or from time to time in part (equal to
        a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) for cash:

      

      

      (i)          prior to the 2051 Par Call Date, at a price equal to the greater of:

      

      

      (1)          100% of the principal amount of the 2051 Notes to be redeemed; and

      

      

      (2)          as determined by the Quotation Agent, the sum of the present values of the principal amount of the 2051 Notes to be redeemed and the remaining
        scheduled payments of interest thereon after the date of optional redemption (a “2051 Optional Redemption Date”) through the 2051 Par Call Date (assuming, for this purpose, that the Notes are scheduled to mature on the 2051 Par Call Date)
        (the “2051 Assumed Remaining Life”) (excluding interest, if any, accrued thereon to such 2051 Optional Redemption Date), discounted to such 2051 Optional Redemption Date on a semiannual basis (assuming a 360‐day year

      

      

      
        11

        
          


      

      

      

      

      

      consisting of twelve 30‐day months) at the Treasury Rate plus 20 basis points (or 0.200%); and

      

      

      (ii)          on or after the 2051 Par Call Date and prior to the Stated Maturity Date of the 2051 Notes, at a price equal to 100% of the principal amount of the 2051 Notes to be
        redeemed,

      

      

      plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such 2051 Optional Redemption Date.

      

      

      Notwithstanding the foregoing, the Corporation shall pay any interest installment due on a 2051 Interest Payment Date which occurs on or prior to a 2051 Optional Redemption Date to the Holders of the 2051 Notes as of
        the close of business on the regular record date immediately preceding such 2051 Interest Payment Date.

      

      

      The Corporation may at any time, and from time to time, purchase 2051 Notes at any price or prices in the open market or otherwise.

      

      

      Notwithstanding Section 3.4 of the Indenture, at least 10 days but not more than 30 days before a 2051 Optional Redemption Date, the Corporation shall send or cause to be sent by electronic transmission or by first
        class mail (with a copy to the Trustee), a notice of redemption to each Holder of 2051 Notes to be redeemed.

      

      

      SECTION 2.11   Special Mandatory Redemption.  If (i) the Acquisition is not consummated prior to March 31, 2022, (ii) the Purchase Agreement is terminated at any time prior
        to March 31, 2022 (other than as a result of consummating the Acquisition) or (iii) the Corporation publicly announces at any time prior to March 31, 2022 that it will no longer pursue the consummation of the Acquisition (the earliest of any such
        date under clause (i), (ii) or (iii) of this Section 2.11, a “Trigger Date”), then the Corporation shall redeem on the Special Mandatory Redemption Date all of the outstanding 2031 Notes and 2051 Notes (collectively, the “SMR
          Notes”) for cash at a redemption price equal to 101% of the aggregate principal amount of such SMR Notes, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date.  Upon the occurrence of a Trigger Event, the
        Corporation shall cause a notice of special mandatory redemption to be transmitted to each Holder of any SMR Notes at its registered address and to the Trustee promptly, and in any event not later than the fifth Business Day after the Trigger Date,
        and shall redeem the SMR Notes on the date specified in the notice of special mandatory redemption (the date so specified, the “Special Mandatory Redemption Date”).  The Special Mandatory Redemption Date shall be a date selected by the
        Corporation and set forth in the notice of special mandatory redemption and shall be no later than 30 days following any Trigger Date, but no earlier than the fifth Business Day following the day the notice of special mandatory redemption is
        transmitted to Holders of the SMR Notes.  If funds sufficient to pay the special mandatory redemption price of the outstanding SMR Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or
        before such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, such SMR Notes shall cease to bear interest.

      

      

      
        12

        
          


      

      

      

      

      

      SECTION 2.12   Appointment of Agents.  The Trustee will initially be the Registrar and Paying Agent for the Notes.

      

      

      ARTICLE III

      

      

      Additional Covenants

      

      

      SECTION 3.1   Limitations on Liens.  Subject to the following two sentences, the Corporation shall not, and shall not permit any Restricted Subsidiary to, as security for
        any Debt, incur a Lien on any Restricted Property, unless the Corporation or such Restricted Subsidiary secures or causes to be secured any outstanding Notes equally and ratably with all Debt secured by such Lien (it being understood that such Lien
        may equally and ratably secure such Notes and any other obligations of the Corporation or its Subsidiaries that are not subordinated in right of payment to any outstanding Notes). The foregoing restrictions will not apply to, among other things,
        Liens:

      

      

      (i)          existing on the Issue Date of the Notes or existing at the time an entity becomes a Restricted Subsidiary;

      

      

      (ii)          existing at the time of the acquisition of the Restricted Property or incurred to finance all or some of the purchase price or cost of construction; provided
        that the Lien may not extend to any other Restricted Property (other than, in the case of construction, unimproved real property) owned by the Corporation or any of its Restricted Subsidiaries at the time the property is acquired or the Lien is
        incurred; and provided, further, that the Lien may not be incurred more than one year after the later of the acquisition, completion of construction or commencement of full operation of the property;

      

      

      (iii)          securing Debt of the Corporation owed to a Restricted Subsidiary or securing Debt of a Restricted Subsidiary owed to the Corporation or another Restricted Subsidiary;

      

      

      (iv)          existing at the time an entity merges into, consolidates with, or enters into a share exchange with the Corporation or a Restricted Subsidiary or a Person transfers or
        leases all or substantially all its assets to the Corporation or a Restricted Subsidiary;

      

      

      (v)          in favor of a government or governmental entity that secures payment pursuant to a contract, subcontract, statute or regulation, secures Debt guaranteed by the
        government or governmental agency, secures Debt incurred to finance all or some of the purchase price or cost of construction of goods, products or facilities produced under contract or subcontract for the government or governmental entity, or
        secures Debt incurred to finance all or some of the purchase price or cost of construction of the property subject to the Lien; or

      

      

      (vi)          extending, renewing or replacing in whole or in part a Lien (an “existing Lien”) permitted by any of clauses (i) through (v); provided that such Lien
        may not extend beyond the property subject to the existing Lien and the Debt secured

      

      

      
        13

        
          


      

      

      

      

      

      by the Lien may not exceed the amount of Debt secured at the time by the existing Lien unless the existing Lien or a predecessor Lien equally and ratably secures the outstanding Notes and the Debt.

      

      

      In addition and notwithstanding the foregoing restrictions, the Corporation and any of its Restricted Subsidiaries may, without securing the Notes of any Series, incur a Lien that otherwise would be subject to the
        foregoing restrictions; provided that after giving effect to such Lien the aggregate amount of all Debt secured by Liens that otherwise would be prohibited by this Section 3.1 (for the avoidance of doubt, excluding Debt secured by a
        Lien permitted by any of clauses (i) through (vi) above), plus all Attributable Debt in respect of Sale‐Leaseback Transactions that otherwise would be prohibited by Section 3.2 at the time such Lien is incurred would not exceed 15% of
        Consolidated Net Tangible Assets.

      

      

      If, upon any consolidation, merger or transfer described in Section 5.1 of the Indenture, a Restricted Property would become subject to an attaching Lien that secures Debt, then, before the consolidation, merger or
        transfer occurs, the Corporation by supplemental indenture shall secure the Securities of each Series by a direct lien on such Restricted Property.  The direct Lien shall have priority over all Liens on such Restricted Property except those already
        encumbering such Restricted Property.  The direct Lien may equally and ratably secure the Securities of each Series and any other obligation of the Corporation or a Subsidiary.  Notwithstanding the foregoing, the Corporation need not comply with
        the above provisions of this paragraph if (i) upon the consolidation, merger or transfer, the attaching Lien will secure the Securities of each Series equally and ratably with or prior to Debt secured by the attaching Lien or (ii) pursuant to the
        other provisions of this Section 3.1, the Corporation or a Restricted Subsidiary would not be prohibited from creating a Lien on the Restricted Property to secure Debt at least equal in amount to that secured by the attaching Lien.

      

      

      This Section 3.1 is one of the covenants eligible for the provisions of Section 8.3 of the Indenture.

      

      

      SECTION 3.2   Limitations on Sale and Lease‐Back Transactions.  Subject to the following sentence, the Corporation shall not, and shall not permit any Restricted Subsidiary
        to, enter into a Sale‐Leaseback Transaction, unless:

      

      

      (i)          the lease is between the Corporation and a Restricted Subsidiary or between Restricted Subsidiaries;

      

      

      (ii)          the Corporation or such Restricted Subsidiary would be entitled, pursuant to Section 3.1, to create a Lien on the property to be leased securing Debt in an
        amount at least equal in amount to the Attributable Debt in respect of the Sale‐Leaseback Transaction without equally and ratably securing the outstanding Notes under Section 3.1;

      

      

      (iii)          the Corporation owns or acquires other property which will be made a Principal Property and is determined by the Board of Directors of the Corporation to have a fair
        value equal to or greater than the Attributable Debt incurred;

      

      

      
        14

        
          


      

      

      

      

      

      (iv)          within 270 days of the effective date of the lease, the Corporation makes Capital Expenditures with respect to a Principal Property in an amount at least equal to the
        amount of the Attributable Debt incurred; or

      

      

      (v)          the Corporation or a Restricted Subsidiary makes an optional prepayment in cash of its Debt or finance lease obligations at least equal in amount to the Attributable
        Debt for the lease, the prepayment is made within 270 days of the effective date of the lease, the Debt prepaid is not owned by the Corporation or a Restricted Subsidiary, the Debt prepaid is not subordinated in right of payment to any of the
        Notes, and the Debt prepaid was Long‐Term Debt at the time it was created.

      

      

      In addition and notwithstanding the foregoing restrictions, the Corporation and any of its Restricted Subsidiaries may, without securing the Notes of any Series, enter into a Sale‐Leaseback Transaction that otherwise
        would be subject to the foregoing restrictions; provided that after giving effect to such Sale‐Leaseback Transaction the aggregate amount of all Debt secured by Liens that otherwise would be prohibited by Section 3.1 (for the
        avoidance of doubt, excluding Debt secured by a Lien permitted by any of clauses (i) through (vi) thereof), plus all Attributable Debt in respect of Sale‐Leaseback Transactions that otherwise would be prohibited by this Section 3.2 would
        not exceed 15% of Consolidated Net Tangible Assets.

      

      

      This Section 3.2 is one of the covenants eligible for the provisions of Section 8.3 of the Indenture.

      

      

      SECTION 3.3   Change of Control Repurchase Event.  If a Change of Control Repurchase Event occurs (unless, with respect to any Series of Notes, the Corporation (i) has
        exercised its right to redeem such Series in full in accordance with Section 2.8, Section 2.9 or Section 2.10, as applicable, or (ii) in the case of the SMR Notes, is redeeming or has redeemed such Notes pursuant to Section 2.11),








        the Corporation shall make an irrevocable offer (subject to consummation of the Change of Control Repurchase Event) (a “Change of Control Offer”) to each Holder of Notes (except any such Notes excluded under clause (i) or (ii) above) to
        repurchase all or, at the election of such Holder, any part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes for cash at a price equal to 101% of the principal amount of such Notes
        to be repurchased plus unpaid interest, if any, accrued thereon to, but excluding, the repurchase date.  Notwithstanding the foregoing, the Corporation shall pay any interest installment due on an Interest Payment Date which occurs on or prior to
        the repurchase date to the Holders of the Notes of the applicable Series as of the close of business on the applicable record date immediately preceding such Interest Payment Date.

      

      

      (a)          The Corporation shall send a notice to each Holder of the applicable Notes by first class mail, with a copy to the Trustee, within 30 days following the date upon which
        any Change of Control Repurchase Event has occurred, or at its option, prior to any Change of Control but after the public announcement of the pending Change of Control.  The notice shall govern the terms of the Change of Control Offer and shall
        describe the transaction that constitutes or may constitute the Change of Control Repurchase Event and shall irrevocably offer (subject to consummation of the Change of Control Repurchase Event) to repurchase all of such Notes on the repurchase
        date specified in the notice.  Subject to the following sentence, the

      

      

      
        15

        
          


      

      

      

      

      

      repurchase date shall be at least 30 days but no more than 60 days from the date such notice is sent (a “Change of Control Payment Date”).  If the notice is sent prior to the date of consummation of the Change of Control, the notice shall
        state that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the repurchase date specified in the notice.  Holders electing to have their Notes purchased pursuant to a Change of Control
        Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse completed, to the Paying Agent at the address specified in the notice, or transfer their Notes to the Paying Agent
        by book‐entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.  The Paying Agent shall promptly send to each Holder of Notes
        properly tendered the repurchase price for such Notes, and the Trustee, upon the Corporation’s execution and delivery of the related Notes, shall promptly authenticate and send (or cause to be transferred by book‐entry) to each Holder a new Note of
        the same Series equal in principal amount to any unrepurchased portion of any Notes properly tendered.

      

      

      (b)          On the Change of Control Payment Date, the Corporation shall, to the extent lawful:  (i) accept for payment all properly tendered Notes or portions of Notes of the
        applicable Series that have not been validly withdrawn; (ii) on or before 10:00 a.m. (New York City time) on such date, deposit with the Trustee or with the Paying Agent (other than the Corporation or an Affiliate of the Corporation) money
        sufficient to pay the required payment for all properly tendered Notes or portions of Notes of such Series that have not been validly withdrawn; and (iii) deliver or cause to be delivered to the Trustee the repurchased Notes of such Series,
        accompanied by an Officers’ Certificate stating the aggregate principal amount of repurchased Notes of such Series. The Trustee or the Paying Agent shall promptly return to the Corporation any money deposited with the Trustee or the Paying Agent by
        the Corporation in excess of the amounts necessary to pay the repurchase price of all Notes to be repurchased.

      

      

      (c)          The Corporation shall comply with the requirements of Rule 14e‐1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those
        laws and regulations are applicable in connection with the repurchase of the Notes of any Series as a result of a Change of Control Repurchase Event.  To the extent that the provisions of any securities laws or regulations conflict with the
        provisions of this Supplemental Indenture, the Indenture or the Notes, the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.3 or the
        Notes by virtue of any such conflict.

      

      

      (d)          The Corporation shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the
        manner, at the times and otherwise in compliance with the requirements of this Section 3.3 and such third party purchases all Notes properly tendered and not withdrawn by the Holders thereof under its offer.

      

      

      (e)          If Notes tendered in a Change of Control Offer are paid or if the Corporation has deposited with the Trustee or the Paying Agent money sufficient to pay the repurchase
        price of all Notes to be repurchased, on and after the repurchase date, interest shall cease to accrue on the Notes or the portions of Notes tendered and not withdrawn in a Change of

      

      

      
        16

        
          


      

      

      

      

      

      Control Offer (regardless of whether certificates for such Notes are actually surrendered).  If any Security tendered in a Change of Control Offer shall not be so paid upon surrender for repurchase because of the failure of the Corporation to
        comply with paragraph (c) of this Section 3.3, interest shall be paid on the unpaid principal from the repurchase date until such principal is paid, and, to the extent lawful, on any interest not paid on such unpaid principal, in each case,
        at the rate provided in such Security.

      

      

      This Section 3.3 is one of the covenants eligible for the provisions of Section 8.3 of the Indenture.

      

      

      SECTION 3.4   Maintenance of Office or Agency.  In the event that certificated Notes of any Series are outstanding, then, for so long as such certificated Notes of such
        Series are outstanding, the Corporation shall maintain in the United States, an office or agency where certificated Notes of such Series may be presented or surrendered for payment and where certificated Notes of each such Series may be surrendered
        for registration of transfer or exchange.  The Corporation shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Corporation shall fail to maintain any
        such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations may be made or served at the corporate trust office of the Trustee, and the Corporation hereby appoints the Trustee as its agent to
        receive all such presentations.

      

      

      ARTICLE IV

      

      

      Form of Notes

      

      

      SECTION 4.1   Form of Notes.

      

      

      (a)          The 2023 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth in Exhibit A hereto.

      

      

      (b)          The 2031 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth in Exhibit B hereto.

      

      

      (c)          The 2051 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth in Exhibit C hereto.

      

      

      ARTICLE V

      

      

      Original Issue of Notes

      

      

      SECTION 5.1   Original Issue of Notes.  The Notes of a Series may, upon execution of this Supplemental Indenture, be executed by the Corporation and delivered to the Trustee
        for authentication, and the Trustee shall, upon Corporation order, authenticate and deliver Notes of such Series as in such Corporation order provided.

      

      

      
        17

        
          


      

      

      

      ARTICLE VI

      

      

      Miscellaneous

      

      

      SECTION 6.1   Ratification of Indenture.  The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental
        Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; provided, however, that, notwithstanding anything to the contrary, the provisions of this Supplemental Indenture shall
        apply solely with respect to the Notes (and not to any other Series of Securities). To the extent that the provisions of this Supplemental Indenture conflict with any provision of the Indenture, the provisions of this Supplemental Indenture shall
        govern and be controlling with respect to the Notes (and only with respect to the Notes).

      

      

      SECTION 6.2   Effect of Supplemental Indenture.  The definition of each term set forth in Article I of the Indenture is with respect to the Notes (and only with respect to
        the Notes) deleted and replaced in its entirety by the definition ascribed to such term in Article I of this Supplemental Indenture to the extent any such term is defined in both the Indenture and this Supplemental Indenture.

      

      

      (i) Exhibit A of this Supplemental Indenture, with respect to the 2023 Notes (and only with respect to the 2023 Notes), shall supersede and replace Exhibit A to the Indenture; (ii) Exhibit B of this Supplemental
        Indenture, with respect to the 2031 Notes (and only with respect to the 2031 Notes), shall supersede and replace Exhibit A to the Indenture; and (iii) Exhibit C of this Supplemental Indenture, with respect to the 2051 Notes (and only with respect
        to the 2051 Notes), shall supersede and replace Exhibit A to the Indenture.

      

      

      SECTION 6.3   Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Corporation and not by the Trustee, and the Trustee assumes no
        responsibility for the correctness thereof.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

      

      

      SECTION 6.4   Governing Law.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NOTES.  EACH OF THE PARTIES HERETO
        HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
        HEREBY.

      

      

      SECTION 6.5   Separability.  In case any one or more of the provisions contained in the Indenture, this Supplemental Indenture or the Notes shall for any reason be held to
        be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture, this Supplemental Indenture or of the Notes, but the Indenture, this Supplemental Indenture
        and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

      

      

      
        18

        
          


      

      

      

      

      

      SECTION 6.6   Counterparts.  This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall
        together constitute but one and the same instrument.  The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental
        Indenture 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, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

      

      

      

      

      

      

      [Signature pages follow]

      

      

      

      

      
        19

        
          


      

      

      

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.

      

      

      
        	 	
                MARTIN MARIETTA MATERIALS, INC.

                 

                

                 

                

              
	 	
                By:

              	
                /s/ James A. J. Nickolas

              
	 	 	
                Name:

              	
                James A. J. Nickolas

              
	 	 	
                Title:

              	
                Senior Vice President and Chief Financial Officer

              


      

      

      

      

      

      

      

      

      

      

      

      [Martin Marietta Materials, Inc. – Signature Page to Fourth Supplemental Indenture]

      

      

      
        
          


      

      

      

      

      

      
        

        

        
          	 	
                  REGIONS BANK, AS TRUSTEE

                   

                  

                   

                  

                
	 	
                  By:

                	
                  /s/ Kristine Prall

                
	 	 	
                  Name:

                	
                  Kristine Prall

                
	 	 	
                  Title:

                	
                  Vice President

                


        

        

        

        

        

        

        

      

      

      

      

      

      

      

      [Martin Marietta Materials, Inc. – Signature Page to Fourth Supplemental Indenture]

      

      

      
        
          


      

      
      EXHIBIT A

      

      

      [Form of 2023 Note]

      

      

      [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
        OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.]1

      

      

      

      

      _______________________________

      

      

      1 Remove Global Securities Legend if inapplicable.

      

      

      

      

      
        A-1

        
          


      

      

      

      MARTIN MARIETTA MATERIALS, INC.

      0.650% SENIOR NOTES DUE 2023

      

      

      	
              No. ____

            	
              CUSIP:  573284 AY2

            
	 	
              ISIN:  US573284AY29

            
	 	 


      

      

      

      

      Martin Marietta Materials, Inc., a North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the principal amount of __________________ Dollars ($________) on July 15, 2023, or such other
        amount as provided on the “Schedule of Principal Amount” attached hereto.

      

      

      Interest Payment Dates:  January 15 and July 15, beginning on [         ]

      

      

                                   Record Dates:  15th calendar day immediately preceding the applicable Interest Payment Date
      

      

      Reference is made to further provisions of this 0.650% Senior Note due 2023 (this “2023 Note”) set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth
        at this place.

      

      

      Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, the Holder of this 2023 Note shall not be entitled to any benefits under the
        Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

      

      

      

      

      
        
          


      

      

      

      In WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

      

      

      Dated  [         ]

      

      

      
        

        

        	 	
                MARTIN MARIETTA MATERIALS, INC.

                     as Issuer

              
	 	 
	 	
                By:

              	 	 
	 	 	Authorized Signatory	
                

                

              


        

        

      

      

      

      

      

      

      

      	
              TRUSTEE’S CERTIFICATE OF AUTHENTICATION

              This is one of the 2023 Notes

              referred to in the within‐mentioned Supplemental Indenture:

              Dated  [           ]

            	 
	 	 
	
              REGIONS BANK,

                  as Trustee

               

            	 
	 	 
	
              By:

            	 	 
	 	
              Authorized Signatory

            	 


      

      

      

      

      
        [Martin Marietta Materials, Inc. – Signature Page to 2023 Global Note]

      

      

      

      
        
          


      

      

      

      (Reverse of Note)

      0.650% Senior Notes due 2023

      MARTIN MARIETTA MATERIALS, INC.

      

      

      Capitalized terms used herein shall have the meanings assigned to them in the Indenture (as supplemented by the Supplemental Indenture) referred to below unless otherwise indicated.

      

      

      (1)          Interest.  Martin Marietta Materials, Inc., a North Carolina corporation, or its successor (the “Corporation”), promises to pay interest on the outstanding principal amount of this 2023 Note
        at the fixed rate per annum shown above, and at the same rate on any overdue principal or overdue installment of interest to the extent lawful.  The Corporation shall pay interest in United States dollars semiannually in arrears on January 15 and
        July 15 of each year, commencing on [         ] (each, an “Interest Payment Date”), except as provided in Section 10.7 of the Indenture with respect to an Interest Payment Date that is not a Business Day.  Interest on this 2023 Note shall
        accrue from, and including, the most recent date to which interest has been paid or, if no interest has been paid, from and including [         ].  Interest shall be computed on the basis of a 360‐day year comprised of twelve 30‐day months.

      

      

      (2)          Method of Payment.  The Corporation shall pay interest on this 2023 Note on the applicable Interest Payment Date to the Persons who are Holders of this 2023 Note at the close of business on the 15th
        calendar day immediately preceding such Interest Payment Date, whether or not such 15th calendar day is a Business Day, even if this 2023 Note is cancelled after such regular record date and on or before such Interest Payment Date, except as
        provided in Section 2.13 of the Indenture with respect to defaulted interest.  This 2023 Note shall be payable as to principal, premium and interest at the office or agency of the Corporation maintained for such purpose within the Borough of
        Manhattan, The City and State of New York; provided that (a) payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Securities and (b) at the
        option of the Corporation, payment of interest on an Interest Payment Date may be made by check mailed to a Holder’s address.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender
        for payment of public and private debts.

      

      

      Any payments of principal of, premium, if any, and interest on this 2023 Note prior to the Stated Maturity Date shall be binding upon all future Holders of this 2023 Note, whether or not noted hereon.  The amount due
        and payable at the maturity or earlier redemption or repurchase of this 2023 Note shall be payable only upon presentation and surrender of this 2023 Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

      

      

      (3)          Paying Agent and Registrar.  Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar.  The Corporation may change any Paying Agent or Registrar for any reason, without
        notice to any Holder.  The Corporation or any of its Subsidiaries may act in any such capacity.

      

      

      (4)          Indenture.  The Corporation issued this 2023 Note under an Indenture dated as of May 22, 2017 (the “Indenture”) as supplemented by the Fourth Supplemental Indenture dated as of July 2, 2021
        (the “Supplemental Indenture”), between the Corporation and

      

      

      
        
          


      

      

      

      

      

      the Trustee.  The terms of this 2023 Note include those stated in the Indenture (as supplemented by the Supplemental Indenture) and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
      §§ 77aaa‐77bbbb) (the “TIA”).  To the extent the provisions of this 2023 Note are inconsistent with the provisions of the Indenture (as supplemented by the Supplemental Indenture), the Indenture (as supplemented by the Supplemental Indenture)
      shall govern.  This 2023 Note is subject to all such terms, and Holders are referred to the Indenture, the Supplemental Indenture and the TIA for a statement of such terms.  The 2023 Notes issued on the Issue Date of the Notes are senior unsecured
      obligations of the Corporation initially limited to $________ in aggregate principal amount.  The Indenture (as supplemented by the Supplemental Indenture) permits the issuance of additional 2023 Notes subject to compliance with certain conditions.
      

      

      (5)          Denominations, Transfer, Exchange.  The 2023 Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of the
        2023 Notes may be registered and the 2023 Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Corporation
        may require a Holder to pay any taxes and expenses required by law or permitted by the Indenture.  The Corporation need not exchange or register the transfer of any 2023 Note or portion of a 2023 Note selected for optional redemption, except for
        the unredeemed portion of any 2023 Note being redeemed in part pursuant to an optional redemption.  Also, it need not exchange or register the transfer of any 2023 Notes for a period of 15 days before a selection of 2023 Notes to be redeemed
        pursuant to an optional redemption or during the period between a regular record date and the corresponding Interest Payment Date.

      

      

      (6)          Change of Control Repurchase Event.  This 2023 Note shall be subject to repurchase at the option of Holders under the circumstances specified in Section 3.3 of the Supplemental Indenture.

      

      

      (7)          Optional Redemption.  This 2023 Note shall be subject to optional redemption in accordance with Section 2.8 of the Supplemental Indenture.

      

      

      (8)          Persons Deemed Owners.  The Holder of this 2023 Note may be treated as its owner for all purposes.

      

      

      (9)          Trustee Dealings with the Corporation.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Corporation or its Affiliates, and
        may otherwise deal with the Corporation or its Affiliates, as if it were not the Trustee.

      

      

      (10)          No Recourse Against Others.  No director, officer, employee or stockholder, past, present or future, of the Corporation or any of its Subsidiaries, as such or in such capacity, shall have any
        personal liability for any obligations of the Corporation under the 2023 Notes, the Supplemental Indenture or the Indenture by reason of his, her or its status as such director, officer, employee or stockholder.

      

      

      
        
          


      

      

      

      

      

      No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Corporation on the 2023 Notes or under the Indenture, Supplemental Indenture or
        any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, officer, director, employee, agent, successor or assign of the
        Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.

      

      

      Each Holder of 2023 Notes by accepting a 2023 Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the 2023 Notes.

      

      

      (11)          Authentication.  This 2023 Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

      

      

      (12)          Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
        with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

      

      

      (13)          CUSIP, ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation has caused CUSIP and ISIN numbers to be printed on
        this 2023 Note and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on this 2023 Note or as contained
        in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

      

      

      (14)          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE 2023 NOTES.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE 2023 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      

      

      The Corporation shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

      

      

      	 	
              Martin Marietta Materials, Inc.

              4123 Parklake Avenue

              Raleigh, North Carolina 27612

              Attention: General Counsel

            


      

      

      
        
          


      

      

      

      

      

      ASSIGNMENT FORM

      

      

      To assign this 2023 Note, fill in the form below:  (I) or (we) assign and transfer this 2023 Note to

                

      

       ___________________________

      

      (Insert assignee’s soc. sec. or tax I.D. no.)

      ___________________________          

      

      ___________________________ 

      ___________________________ 

      (Print or type assignee’s name, address and zip code)

      

      

      and irrevocably appoint

      

      

      ____________________________________________________________________________________________________________________________________________

      

      to transfer this 2023 Note on the books of the Corporation.  The agent may substitute another to act for him.

      

      

      Date:  ________________

      

      

      Your Signature: ______________________   

      

      (Sign exactly as your name appears on the

      face of this 2023 Note)

      

      

          Signature guarantee: ______________

      

      

      

      

      (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

      

      

      

      

      
        
          


      

      

      

      OPTION OF HOLDER TO ELECT REPURCHASE

      

      

      If you want to elect to have this 2023 Note repurchased by the Corporation pursuant to Section 3.3 (“Change of Control Repurchase Event”) of the Supplemental Indenture, check the box below:

      

      

      [   ] Section 3.3

      

      

      If you want to elect to have only part of this 2023 Note repurchased by the Corporation pursuant to Section 3.3 of the Supplemental Indenture, state the amount (in denominations of $2,000 and integral multiples
        of $1,000 in excess thereof) you elect to have repurchased:

      

      

      
        	
                
                  
                    
                      
                        
                          
                            $_____________________

                          

                        

                      

                    

                  

                

              	 
	 	 
	
                Date:  __________________

              	
                Your Signature: ______________________________

              
	 	
                (Sign exactly as your name appears on this 2023 Note)

              
	 	 
	 	 
	 	 
	 	
                Tax Identification Number: _____________________

              
	 	 
	 	 
	
                Signature guarantee: _________________

              	 


      

      

      

      

      

      (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

      

      

      

      

      
        
          


      

      

      

      SCHEDULE A

      

      

      SCHEDULE OF PRINCIPAL AMOUNT

      

      

      The initial principal amount at maturity of this 2023 Note shall be $________. The following decreases (or increases) in the principal amount at maturity of this Note have been made:

      

      

      	
              
                Date of Decrease (or Increase) 

                

              

            	 	
              
                Amount of

                Decrease in

                Principal Amount of This Global Note 

                

              

            	 	
              
                Amount of

                Increase in

                Principal Amount of This Global Note 

                

              

            	 	
              
                Principal Amount of This Global Note Following Such Decrease (or

                Increase) 

                

              

            	 	
              
                Signature of

                Authorized Signatory of Trustee or Note

                Custodian 

                

              

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      

      

      

      
        
          


      

      
      EXHIBIT B

      

      

      [Form of 2031 Note]

      

      

      [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
        OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.]1

      

      

      

      

      

      

      

      

      _______________________

      

      

      1 Remove Global Securities Legend if inapplicable.

      

      

      

      

      
        B-1

        
          


      

      

      

      MARTIN MARIETTA MATERIALS, INC.

      2.400% SENIOR NOTES DUE 2031

      

      

      	
              No. ____

            	
              CUSIP:  573284 AW6

            
	 	
              ISIN:  US573284AW62

            


      

      

      

      

      Martin Marietta Materials, Inc., a North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the principal amount of __________________ Dollars ($________) on July 15, 2031, or such other
        amount as provided on the “Schedule of Principal Amount” attached hereto.

      

      

      Interest Payment Dates:  January 15 and July 15, beginning on [         ]

      

      

                                   Record Dates:  15th calendar day immediately preceding the applicable Interest Payment Date
      

      

      Reference is made to further provisions of this 2.400% Senior Note due 2031 (this “2031 Note”) set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth
        at this place.

      

      

      Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, the Holder of this 2031 Note shall not be entitled to any benefits under the
        Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

      

      

      

      

      
        
          


      

      

      

      In WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

      

      

      Dated  [         ]

      

      

      

      

      	 	
              MARTIN MARIETTA MATERIALS, INC.

                  as Issuer

            
	 	 
	 	
              By:

            	 	 
	 	 	Authorized Signatory	
              

              

            


      

      

      

      

      

      

      

      
        

        

        	
                TRUSTEE’S CERTIFICATE OF AUTHENTICATION

                This is one of the 2031 Notes

                referred to in the within‐mentioned Supplemental Indenture:

                Dated  [           ]

              	 
	 	 
	
                REGIONS BANK,

                    as Trustee

                 

              	 
	 	 
	
                By:

              	 	 
	 	
                Authorized Signatory

              	 


        

        

      

      

      

      

      

      

      

      

      

      [Martin Marietta Materials, Inc. – Signature Page to 2031 Global Note]

      

      

      
        
          


      

      

      

      (Reverse of Note)

      2.400% Senior Notes due 2031

      MARTIN MARIETTA MATERIALS, INC.

      

      

      Capitalized terms used herein shall have the meanings assigned to them in the Indenture (as supplemented by the Supplemental Indenture) referred to below unless otherwise indicated.

      

      

      (1)          Interest.  Martin Marietta Materials, Inc., a North Carolina corporation, or its successor (the “Corporation”), promises to pay interest on the outstanding principal amount of this 2031 Note
        at the fixed rate per annum shown above, and at the same rate on any overdue principal or overdue installment of interest to the extent lawful.  The Corporation shall pay interest in United States dollars semiannually in arrears on January 15 and
        July 15 of each year, commencing on [         ] (each, an “Interest Payment Date”), except as provided in Section 10.7 of the Indenture with respect to an Interest Payment Date that is not a Business Day.  Interest on this 2031 Note shall
        accrue from, and including, the most recent date to which interest has been paid or, if no interest has been paid, from and including [         ].  Interest shall be computed on the basis of a 360‐day year comprised of twelve 30‐day months.

      

      

      (2)          Method of Payment.  The Corporation shall pay interest on this 2031 Note on the applicable Interest Payment Date to the Persons who are Holders of this 2031 Note at the close of business on the 15th
        calendar day immediately preceding such Interest Payment Date, whether or not such 15th calendar day is a Business Day, even if this 2031 Note is cancelled after such regular record date and on or before such Interest Payment Date, except as
        provided in Section 2.13 of the Indenture with respect to defaulted interest.  This 2031 Note shall be payable as to principal, premium and interest at the office or agency of the Corporation maintained for such purpose within the Borough of
        Manhattan, The City and State of New York; provided that (a) payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Securities and (b) at the
        option of the Corporation, payment of interest on an Interest Payment Date may be made by check mailed to a Holder’s address.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender
        for payment of public and private debts.

      

      

      Any payments of principal of, premium, if any, and interest on this 2031 Note prior to the Stated Maturity Date shall be binding upon all future Holders of this 2031 Note, whether or not noted hereon.  The amount due
        and payable at the maturity or earlier redemption or repurchase of this 2031 Note shall be payable only upon presentation and surrender of this 2031 Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

      

      

      (3)          Paying Agent and Registrar.  Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar.  The Corporation may change any Paying Agent or Registrar for any reason, without
        notice to any Holder.  The Corporation or any of its Subsidiaries may act in any such capacity.

      

      

      (4)          Indenture.  The Corporation issued this 2031 Note under an Indenture dated as of May 22, 2017 (the “Indenture”) as supplemented by the Fourth Supplemental Indenture dated as of July 2, 2021
        (the “Supplemental Indenture”), between the Corporation and

      

      

      
        
          


      

      

      

      

      

      the Trustee.  The terms of this 2031 Note include those stated in the Indenture (as supplemented by the Supplemental Indenture) and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
      §§ 77aaa‐77bbbb) (the “TIA”).  To the extent the provisions of this 2031 Note are inconsistent with the provisions of the Indenture (as supplemented by the Supplemental Indenture), the Indenture (as supplemented by the Supplemental Indenture)
      shall govern.  This 2031 Note is subject to all such terms, and Holders are referred to the Indenture, the Supplemental Indenture and the TIA for a statement of such terms.  The 2031 Notes issued on the Issue Date of the Notes are senior unsecured
      obligations of the Corporation initially limited to $________ in aggregate principal amount.  The Indenture (as supplemented by the Supplemental Indenture) permits the issuance of additional 2031 Notes subject to compliance with certain conditions.
      

      

      (5)          Denominations, Transfer, Exchange.  The 2031 Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of the
        2031 Notes may be registered and the 2031 Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Corporation
        may require a Holder to pay any taxes and expenses required by law or permitted by the Indenture.  The Corporation need not exchange or register the transfer of any 2031 Note or portion of a 2031 Note selected for optional redemption, except for
        the unredeemed portion of any 2031 Note being redeemed in part pursuant to an optional redemption.  Also, it need not exchange or register the transfer of any 2031 Notes for a period of 15 days before a selection of 2031 Notes to be redeemed
        pursuant to an optional redemption or during the period between a regular record date and the corresponding Interest Payment Date.

      

      

      (6)          Special Mandatory Redemption; Change of Control Repurchase Event.  This 2031 Note shall be subject to a special mandatory redemption under the circumstances specified in Section 2.11 of the
        Supplemental Indenture.  This 2031 Note shall be subject to repurchase at the option of Holders under the circumstances specified in Section 3.3 of the Supplemental Indenture.

      

      

      (7)          Optional Redemption.  This 2031 Note shall be subject to optional redemption in accordance with Section 2.9 of the Supplemental Indenture.

      

      

      (8)          Persons Deemed Owners.  The Holder of this 2031 Note may be treated as its owner for all purposes.

      

      

      (9)          Trustee Dealings with the Corporation.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Corporation or its Affiliates, and
        may otherwise deal with the Corporation or its Affiliates, as if it were not the Trustee.

      

      

      (10)          No Recourse Against Others.  No director, officer, employee or stockholder, past, present or future, of the Corporation or any of its Subsidiaries, as such or in such capacity, shall have any
        personal liability for any obligations of the Corporation under the 2031 Notes, the Supplemental Indenture or the Indenture by reason of his, her or its status as such director, officer, employee or stockholder.

      

      

      
        
          


      

      

      

      

      

      No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Corporation on the 2031 Notes or under the Indenture, Supplemental Indenture or
        any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, officer, director, employee, agent, successor or assign of the
        Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.

      

      

      Each Holder of 2031 Notes by accepting a 2031 Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the 2031 Notes.

      

      

      (11)          Authentication.  This 2031 Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

      

      

      (12)          Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
        with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

      

      

      (13)          CUSIP, ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation has caused CUSIP and ISIN numbers to be printed on
        this 2031 Note and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on this 2031 Note or as contained
        in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

      

      

      (14)          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE 2031 NOTES.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE 2031 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      

      

      The Corporation shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

      

      

      	 	
              Martin Marietta Materials, Inc.

              4123 Parklake Avenue

              Raleigh, North Carolina 27612

              Attention: General Counsel

            


      

      

      

      

      

      

      

      

      
        
          


      

      

      

      ASSIGNMENT FORM

      

      

      

      

      

      

      

      

      To assign this 2031 Note, fill in the form below:  (I) or (we) assign and transfer this 2031 Note to

               

        __________________________

        

        (Insert assignee’s soc. sec. or tax I.D. no.)

        ___________________________          

        

        ___________________________ 

        ___________________________ 

        (Print or type assignee’s name, address and zip code)

        

        

        and irrevocably appoint

        

        

        ____________________________________________________________________________________________________________________________________________

        

        to transfer this 2031 Note on the books of the Corporation.  The agent may substitute another to act for him.

      

            

      

      
        Date:  ________________

        

        

        Your Signature: ______________________   

        

        (Sign exactly as your name appears on the

        face of this 2031 Note)

        

        

        Signature guarantee: ______________

      

      

      

      

      (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

      

      

      

      

      
        
          


      

      

      

      OPTION OF HOLDER TO ELECT REPURCHASE

      

      

      If you want to elect to have this 2031 Note repurchased by the Corporation pursuant to Section 3.3 (“Change of Control Repurchase Event”) of the Supplemental Indenture, check the box below:

      

      

      [   ] Section 3.3

      

      

      If you want to elect to have only part of this 2031 Note repurchased by the Corporation pursuant to Section 3.3 of the Supplemental Indenture, state the amount (in denominations of $2,000 and integral multiples
        of $1,000 in excess thereof) you elect to have repurchased:

      
        

        

        
          	
                  $_____________________

                	 
	 	 
	
                  Date:  __________________

                	
                  Your Signature: ______________________________

                
	 	
                  (Sign exactly as your name appears on this 2031 Note)

                
	 	 
	 	 
	 	 
	 	
                  Tax Identification Number: _____________________

                
	 	 
	 	 
	
                  Signature guarantee: _________________

                	 


        

        

        

      

      

      

      (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

      

      

      

      

      
        
          


      

      

      

      SCHEDULE A

      

      

      SCHEDULE OF PRINCIPAL AMOUNT

      

      

      The initial principal amount at maturity of this 2031 Note shall be $________. The following decreases (or increases) in the principal amount at maturity of this Note have been made:

      
        

        

        	
                
                  Date of Decrease (or Increase) 

                  

                

              	 	
                
                  Amount of

                  Decrease in

                  Principal Amount of This Global Note 

                  

                

              	 	
                
                  Amount of

                  Increase in

                  Principal Amount of This Global Note 

                  

                

              	 	
                
                  Principal Amount of This Global Note Following Such Decrease (or

                  Increase) 

                  

                

              	 	
                
                  Signature of

                  Authorized Signatory of Trustee or Note

                  Custodian 

                  

                

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


        

        

        

        

      

      

      

      

      

      

      

      

      

      
        
          


      

      
      EXHIBIT C

      

      

      

      

      [Form of 2051 Note]

      

      

      [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
        DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.]1

      

      

      

      

      

      

      

      

      ______________________

      

      

      1 Remove Global Securities Legend if inapplicable.

      

      

      

      

      
        C-1

        
          


      

      

      

      MARTIN MARIETTA MATERIALS, INC.

      3.200% SENIOR NOTES DUE 2051

      

      

      	
              No. ____

            	
              CUSIP:  573284 AX4

            
	 	
              ISIN:  US573284AX46

            


      

      

      Martin Marietta Materials, Inc., a North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the principal amount of __________________ Dollars ($________) on July 15, 2051, or such other
        amount as provided on the “Schedule of Principal Amount” attached hereto.

      

      

      Interest Payment Dates:  January 15 and July 15, beginning on [         ]

      

      

                                   Record Dates:  15th calendar day immediately preceding the applicable Interest Payment Date
      

      

      Reference is made to further provisions of this 3.200% Senior Note due 2051 (this “2051 Note”) set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth
        at this place.

      

      

      Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, the Holder of this 2051 Note shall not be entitled to any benefits under the
        Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

      

      

      

      

      
        
          


      

      

      

      In WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

      

      

      Dated  [         ]

      

      

      
        

        

        

        

        	 	
                MARTIN MARIETTA MATERIALS, INC.

                    as Issuer

              
	 	 
	 	
                By:

              	 	 
	 	 	Authorized Signatory	
                

                

              


      

      

      

      

      

      

      
        

        

        	
                TRUSTEE’S CERTIFICATE OF AUTHENTICATION

                This is one of the 2051 Notes

                referred to in the within‐mentioned Supplemental Indenture:

                Dated  [           ]

              	 
	 	 
	
                REGIONS BANK,

                    as Trustee

                 

              	 
	 	 
	
                By:

              	 	 
	 	
                Authorized Signatory

              	 


        

        

      

      

      

      

      

      

      

      

      

      [Martin Marietta Materials, Inc. – Signature Page to 2051 Global Note]

      

      

      
        
          


      

      

      

      (Reverse of Note)

      3.200% Senior Notes due 2051

      MARTIN MARIETTA MATERIALS, INC.

      

      

      Capitalized terms used herein shall have the meanings assigned to them in the Indenture (as supplemented by the Supplemental Indenture) referred to below unless otherwise indicated.

      

      

      (1)          Interest.  Martin Marietta Materials, Inc., a North Carolina corporation, or its successor (the “Corporation”), promises to pay interest on the outstanding principal amount of this 2051 Note
        at the fixed rate per annum shown above, and at the same rate on any overdue principal or overdue installment of interest to the extent lawful.  The Corporation shall pay interest in United States dollars semiannually in arrears on January 15 and
        July 15 of each year, commencing on [         ] (each, an “Interest Payment Date”), except as provided in Section 10.7 of the Indenture with respect to an Interest Payment Date that is not a Business Day.  Interest on this 2051 Note shall
        accrue from, and including, the most recent date to which interest has been paid or, if no interest has been paid, from and including [         ].  Interest shall be computed on the basis of a 360‐day year comprised of twelve 30‐day months.

      

      

      (2)          Method of Payment.  The Corporation shall pay interest on this 2051 Note on the applicable Interest Payment Date to the Persons who are Holders of this 2051 Note at the close of business on the 15th
        calendar day immediately preceding such Interest Payment Date, whether or not such 15th calendar day is a Business Day, even if this 2051 Note is cancelled after such regular record date and on or before such Interest Payment Date, except as
        provided in Section 2.13 of the Indenture with respect to defaulted interest.  This 2051 Note shall be payable as to principal, premium and interest at the office or agency of the Corporation maintained for such purpose within the Borough of
        Manhattan, The City and State of New York; provided that (a) payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Securities and (b) at the
        option of the Corporation, payment of interest on an Interest Payment Date may be made by check mailed to a Holder’s address.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender
        for payment of public and private debts.

      

      

      Any payments of principal of, premium, if any, and interest on this 2051 Note prior to the Stated Maturity Date shall be binding upon all future Holders of this 2051 Note, whether or not noted hereon.  The amount due
        and payable at the maturity or earlier redemption or repurchase of this 2051 Note shall be payable only upon presentation and surrender of this 2051 Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

      

      

      (3)          Paying Agent and Registrar.  Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar.  The Corporation may change any Paying Agent or Registrar for any reason, without
        notice to any Holder.  The Corporation or any of its Subsidiaries may act in any such capacity.

    

    
       

      

      (4)          Indenture.  The Corporation issued this 2051 Note under an Indenture dated as of May 22, 2017 (the “Indenture”) as supplemented by the Fourth Supplemental Indenture dated as of July
        2, 2021 (the “Supplemental Indenture”), between the Corporation and

        

        

        

        

        
          
            


        

        

        

        the Trustee.  The terms of this 2051 Note include those stated in the Indenture (as supplemented by the Supplemental Indenture) and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
        §§ 77aaa‐77bbbb) (the “TIA”).  To the extent the provisions of this 2051 Note are inconsistent with the provisions of the Indenture (as supplemented by the Supplemental Indenture), the Indenture (as supplemented by the Supplemental Indenture) shall
        govern.  This 2051 Note is subject to all such terms, and Holders are referred to the Indenture, the Supplemental Indenture and the TIA for a statement of such terms.  The 2051 Notes issued on the Issue Date of the Notes are senior unsecured
        obligations of the Corporation initially limited to $________ in aggregate principal amount.  The Indenture (as supplemented by the Supplemental Indenture) permits the issuance of additional 2051 Notes subject to compliance with certain conditions.
      

      

      

      (5)          Denominations, Transfer, Exchange.  The 2051 Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of the 2051 Notes may be
        registered and the 2051 Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Corporation may require a
        Holder to pay any taxes and expenses required by law or permitted by the Indenture.  The Corporation need not exchange or register the transfer of any 2051 Note or portion of a 2051 Note selected for optional redemption, except for the unredeemed
        portion of any 2051 Note being redeemed in part pursuant to an optional redemption.  Also, it need not exchange or register the transfer of any 2051 Notes for a period of 15 days before a selection of 2051 Notes to be redeemed pursuant to an
        optional redemption or during the period between a regular record date and the corresponding Interest Payment Date.

      

      

      (6)          Special Mandatory Redemption; Change of Control Repurchase Event.  This 2051 Note shall be subject to a special mandatory redemption under the circumstances specified in Section 2.11 of the Supplemental Indenture. 
        This 2051 Note shall be subject to repurchase at the option of Holders under the circumstances specified in Section 3.3 of the Supplemental Indenture.

      

      

      (7)          Optional Redemption.  This 2051 Note shall be subject to optional redemption in accordance with Section 2.10 of the Supplemental Indenture.

      

      

      (8)          Persons Deemed Owners.  The Holder of this 2051 Note may be treated as its owner for all purposes.

      

      

      (9)          Trustee Dealings with the Corporation.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Corporation or its Affiliates, and may otherwise deal with
        the Corporation or its Affiliates, as if it were not the Trustee.

      

      

      (10)        No Recourse Against Others.  No director, officer, employee or stockholder, past, present or future, of the Corporation or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any
        obligations of the Corporation under the 2051 Notes, the Supplemental Indenture or the Indenture by reason of his, her or its status as such director, officer, employee or stockholder.

      

      

      
        
          


      

      

      

      

      

      No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Corporation on the 2051 Notes or under the Indenture, Supplemental Indenture or any related documents, any
        certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, officer, director, employee, agent, successor or assign of the Trustee, each in its
        individual capacity, or (iii) any holder of equity in the Trustee.

      

      

      Each Holder of 2051 Notes by accepting a 2051 Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the 2051 Notes.

      

      

      (11)          Authentication.  This 2051 Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

      

      

      (12)          Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship
        and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

      

      

      (13)          CUSIP, ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation has caused CUSIP and ISIN numbers to be printed on this 2051 Note and the Trustee
        may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on this 2051 Note or as contained in any notice of redemption and
        reliance may be placed only on the other identification numbers placed thereon.

      

      

      (14)          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE 2051 NOTES.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
        TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE 2051 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      

      

      The Corporation shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

      

      

      	 	
              Martin Marietta Materials, Inc.

              4123 Parklake Avenue

              Raleigh, North Carolina 27612

              Attention: General Counsel

            


      

      

      

      

      
        
          


      

      

      

      ASSIGNMENT FORM

      

      

      To assign this 2051 Note, fill in the form below:  (I) or (we) assign and transfer this 2051 Note to

              

        __________________________

        

        (Insert assignee’s soc. sec. or tax I.D. no.)

        ___________________________          

        

        ___________________________ 

        ___________________________ 

        (Print or type assignee’s name, address and zip code)

        

        

        and irrevocably appoint          

        

      

      

      
        

        

        ____________________________________________________________________________________________________________________________________________

        

        to transfer this 2051 Note on the books of the Corporation.  The agent may substitute another to act for him.

             

      

      

      
        Date:  ________________

        

        

        Your Signature: ______________________   

        

        (Sign exactly as your name appears on the

        face of this 2051 Note)

        

        

        Signature guarantee: ______________

      

      

      

      

      

      (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

      

      

      

      

      
        
          


      

      

      

      OPTION OF HOLDER TO ELECT REPURCHASE

      

      

      If you want to elect to have this 2051 Note repurchased by the Corporation pursuant to Section 3.3 (“Change of Control Repurchase Event”) of the Supplemental Indenture, check the box below:

      

      

      [   ] Section 3.3

      

      

      If you want to elect to have only part of this 2051 Note repurchased by the Corporation pursuant to Section 3.3 of the Supplemental Indenture, state the amount (in denominations of $2,000 and integral multiples of $1,000 in excess
        thereof) you elect to have repurchased:

      

      

      
        

        

        
          	 	
                  $_____________________

                	 
	 	 
	
                  Date:  __________________

                	
                  Your Signature: ______________________________

                
	 	
                  (Sign exactly as your name appears on this 2051 Note)

                
	 	 
	 	 
	 	 
	 	
                  Tax Identification Number: _____________________

                
	 	 
	 	 
	
                  Signature guarantee: _________________

                	 


        

        

        

      

      

      

      (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

      

      

      

      

      
        
          


      

      

      

      SCHEDULE A

      

      

      SCHEDULE OF PRINCIPAL AMOUNT

      

      

      The initial principal amount at maturity of this 2051 Note shall be $________. The following decreases (or increases) in the principal amount at maturity of this Note have been made:

    

    
      

      

      	
              
                Date of Decrease (or Increase)

              

            	 	
              
                Amount of

                Decrease in

                Principal Amount of This Global Note

              

            	 	
              
                Amount of

                Increase in

                Principal Amount of This Global Note

              

            	 	
              
                Principal Amount of This Global Note 

                Following Such Decrease (or

                Increase)

              

            	 	
              
                Signature of

                Authorized Signatory of Trustee or Note

                Custodian