EX-10.01



 EXHIBIT 10.01 

SECOND AMENDMENT TO CREDIT AND SECURITY
AGREEMENT 
 This Second Amendment to Credit and Security Agreement (herein, the
“Amendment”) is entered into as of April 18, 2014, among Martin Marietta Funding LLC, a Delaware limited liability company (“Borrower”), Martin Marietta Materials, Inc., a North Carolina corporation, as initial
Servicer (the “Servicer”), each commercial paper conduit and financial institution from time to time a party to the Credit and Security Agreement (as defined below) as lenders (the “Lenders”), and SunTrust Bank, a
Georgia banking corporation, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”). 

PRELIMINARY STATEMENTS 

A. The Borrower, the Servicer, the Lenders and the Administrative Agent entered into a certain Credit and Security Agreement,
dated as of April 19, 2013 (the Credit and Security Agreement, as the same has been amended prior to the date hereof, being referred to herein as the “Credit and Security Agreement”). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit and Security Agreement. 
 B. The Borrower
has requested that the Lenders agree to extend Facility Termination Date and the Lenders are willing to do so under the terms and conditions set forth in this Amendment. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. AMENDMENT. 

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit and Security Agreement
shall be and hereby is amended by amending and restating the defined term “Facility Termination Date” appearing in Exhibit I of the Credit and Security Agreement and as so amended and restated shall read as follows: 

“Facility Termination Date” means the earlier of (i) September 30, 2014, and (ii) the Amortization
Date. 
 SECTION 2. CONDITIONS PRECEDENT. 

The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 

2.1. The Borrower, the Servicer, the Lenders and the Administrative Agent shall have executed and delivered
this Amendment. 







 2.2. Such other documents and instruments incident to the
execution and delivery of this Amendment, in a form reasonably satisfactory to the Administrative Agent and its counsel, as may be reasonably requested by the Administrative Agent. 

SECTION 3. REPRESENTATIONS. 

In order to induce the Lenders to execute and deliver this Amendment, each of the Borrower and the Servicer hereby represent
to the Lenders that as of the date hereof (a) the representations and warranties set forth in Article III of the Credit and Security Agreement are and shall be and remain true and correct in all material respects (except to the extent such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date) and (b) each of the Borrower and the Servicer
is in material compliance with the terms and conditions of the Credit and Security Agreement and no event has occurred and is continuing that would constitute an Amortization Event or a Potential Amortization Event under the Credit and Security
Agreement or shall result after giving effect to this Amendment. 
 SECTION 4. MISCELLANEOUS. 

4.1. The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Transaction Documents continue
to secure, among other things, the Aggregate Unpaids and the performance of all of the Borrower’s obligations under the Transaction Documents and the Credit and Security Agreement as amended hereby; and the Transaction Documents and the rights
and remedies of the Lenders thereunder, the obligations of each of the Borrower and Servicer thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby.
Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Transaction Documents as to the indebtedness which would be secured thereby prior to giving effect to this
Amendment. 
 4.2. Except as specifically amended herein, the Credit and Security Agreement shall continue in full force and
effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit and Security Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter
or communication issued or made pursuant to or with respect to the Credit and Security Agreement, any reference in any of such items to the Credit and Security Agreement being sufficient to refer to the Credit and Security Agreement as amended
hereby. 
 4.3. Each Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of or incurred by the
Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel for the Administrative Agent. 

4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart
signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment 

  
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by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York. 
 [SIGNATURE PAGE TO
FOLLOW] 

  
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 This Second Amendment to Credit and Security Agreement is entered into as of the
date and year first above written. 
  

					
	 MARTIN MARIETTA FUNDING LLC, as     Borrower

		
	 By:
	 	 /s/ Roselyn Bar

		 	 Name:
	 	 Roselyn Bar

		 	 Title:
	 	 Vice President and Secretary



  

					
	 MARTIN MARIETTA MATERIALS, INC., as     the Servicer

		
	 By:
	 	 /s/ Anne H. Lloyd

		 	 Name:
	 	 Anne H. Lloyd

		 	 Title:
	 	 EVP and CFO



 Accepted and agreed to. 

 

					
	 SUNTRUST BANK,

individually as a Lender and as     Administrative Agent

		
	 By:
	 	 /s/ Michael Peden

		 	 Name:
	 	 Michael Peden

		 	 Title:
	 	 Vice President