12.4.
Protection of Security Interests
64
Section 12.5.
Confidentiality
64
Section 12.6.
Right of Setoff
65
Section 12.7.
Sharing of Payments by Lenders
66
Section 12.8.
Power of Attorney
67
Section 12.9.
Limitation of Liability
68
Section 12.10.
Choice of Law
68
Section 12.11.
Consent to Jurisdiction
68
Section 12.12.
Waiver of Jury Trial
68
Section 12.13.
Integration; Binding Effect; Survival of Terms
68
Section 12.14.
Counterparts; Severability; Section References
69
Section 12.15.
PATRIOT Act
69
Section 12.16.
Agreement Not to Petition
69
Section 12.17.
Excess Funds
70
EXHIBIT I
DEFINITIONS EXHIBIT II-A
FORM OF BORROWING NOTICE EXHIBIT II-B
FORM OF REDUCTION NOTICE EXHIBIT III
BORROWER'S CHIEF EXECUTIVE OFFICE,
PRINCIPAL PLACE OF BUSINESS, RECORDS LOCATIONS, FEDERAL TAXPAYER ID NUMBER AND
ORGANIZATIONAL ID NUMBER EXHIBIT IV
LOCK-BOXES AND COLLECTION ACCOUNTS
EXHIBIT V
FORM OF COMPLIANCE CERTIFICATE EXHIBIT VI
FORM OF ASSIGNMENT AND
ASSUMPTION EXHIBIT VII
FORM OF FACILITY LIMIT INCREASE REQUEST EXHIBIT VIII
FORM OF WEEKLY REPORT EXHIBIT IX
FORM OF MONTHLY REPORT EXHIBIT X
FORM
OF NOTE EXHIBIT XI
BORROWER CORPORATE NAMES; TRADE NAMES; ASSUMED NAMES
SCHEDULE A
COMMITMENTS SCHEDULE B
CLOSING DOCUMENTS
CREDIT AND SECURITY AGREEMENT
THIS CREDIT AND SECURITY AGREEMENT dated as of April 19, 2013, is among:
(a)
Martin Marietta Funding LLC, a Delaware limited liability company
("Borrower");
(b)
Martin Marietta Materials, Inc., a North Carolina corporation ("Martin
Marietta"), as initial Servicer (in such capacity, the "Servicer");
(c)
SunTrust Bank, a Georgia banking corporation ("SunTrust") and each
other commercial paper conduit and financial institution from time to time a
party hereto (collectively, the "Lenders" and each individually, a "Lender");
and
(d)
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").
Unless defined elsewhere herein, capitalized terms used in this Agreement shall
have the meanings assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
WHEREAS, the Borrower desires to borrow from the Lenders from time to time.
WHEREAS, on the terms and subject to the conditions set forth herein, each
Lender severally agrees to make Loans to the Borrower from time to time.
WHEREAS, SunTrust has been requested and is willing to act as Administrative
Agent on behalf of the Lenders in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained the parties hereto agree as follows:
ARTICLE I.
THE CREDIT
Section 1.1.
The Facility.
(a) On the terms and subject to the conditions
set forth in this Agreement, including, without limitation, the conditions set
forth in Article IV, from time to time prior to the Facility Termination Date,
the Borrower (or the Servicer, on the Borrower's behalf) may request Advances by
delivering to the Administrative Agent not later than 10:00 a.m. (New York City
time) on the Business Day prior to the proposed Borrowing Date (a "Notice Date")
an irrevocable written notice in the form set forth as Exhibit II-A hereto (a
"Borrowing Notice"). Upon receipt of a Borrowing