Section 9.02. Notices
55
Section 9.03. No Waivers
56
Section 9.04. Expenses; Indemnification
56
Section 9.05. Pro Rata Treatment
57
Section 9.06. Sharing of Set-offs
57
Section 9.07. Amendments and Waivers
57
Section 9.08. Successors and Assigns; Participations; Novation
58
Section 9.09. Visitation
61
Section 9.10. Collateral
61
Section 9.11. Reference Banks
61
Section 9.12. Governing Law; Submission to Jurisdiction
61
Section 9.13. Counterparts; Integration
62
Section 9.14. WAIVER OF JURY TRIAL
62
Section 9.15. Confidentiality
62
Section 9.16. USA Patriot Act
63
iii
COMMITMENT SCHEDULE
SCHEDULE I
-
Pricing
SCHEDULE 5.11(c)
-
Investments
SCHEDULE 5.11(d)
-
Related Businesses
EXHIBIT A
-
Note
EXHIBIT B
-
Competitive Bid Quote Request
EXHIBIT C
-
Invitation for Competitive Bid Quotes
EXHIBIT D
-
Competitive Bid Quote
EXHIBIT E
-
[Reserved]
EXHIBIT F
-
[Reserved]
EXHIBIT G
-
Assignment and Assumption Agreement
EXHIBIT H
-
Compliance Certificate
EXHIBIT I
-
Extension Agreement
iv
AMENDED AND RESTATED CREDIT AGREEMENT
AGREEMENT dated as of April 10, 2008 among MARTIN MARIETTA MATERIALS, INC., the
LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as
Administrative Agent, and BANK OF AMERICA, N.A., BRANCH BANKING AND TRUST
COMPANY, WACHOVIA BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., as
Co-Syndication Agents.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Five-Year Credit
Agreement dated as of June 30, 2005 (as heretofore amended, the "Existing
Agreement");
WHEREAS, the Borrower (as this and other capitalized terms used below are
defined in Section 1.01 hereof) has requested an increase in the Commitments in
the amount of $75,000,000;
WHEREAS, the Lenders having New Commitments hereunder are willing to
provide such increase, but only at the increased pricing with respect thereto
specified herein;
WHEREAS, in order to implement the foregoing, it is necessary to modify the
Existing Agreement to provide for separate Classes of Commitments with different
Lender participations and different pricing applicable thereto, so that the
existing Commitments, and any Loans and Letters of Credit heretofore or
hereafter borrowed or issued with respect thereto are designated herein as Old
Commitments and Old Loans (with all Letters of Credit treated as utilization of
the Old Commitments and all Competitive Bid Loans treated as part of the credit
facility provided under the Old Commitments) while the $75,000,000 increase in
the Commitments is designated herein as New Commitments;
WHEREAS, the Old Commitments and the New Commitments vote as a single class
hereunder, with the result that no voting or other rights of the Lenders having
Old Commitments are affected hereby in any manner materially different from that
which would result from an increase in the aggregate Commitments under the
Existing Agreement without any further amendment to the Existing Agreement;
NOW, THEREFORE, the parties hereto agree to restate the Existing Agreement
in its entirety to read as set forth below:
ARTICLE 1
Definitions
Section 1.01. Definitions. The following terms, as used herein and in any
Exhibit or Schedule hereto, have