Texas Industries Inc Sample Contracts

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UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXHIBIT 10.1 EXHIBIT 10.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 12th, 1999 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
AMENDMENT TO STOCK OPTION AGREEMENT UNDER TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN
Stock Option Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
UNDER
Restricted Stock Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 25, 2011 among TEXAS INDUSTRIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Lead Collateral Agent, Swing Line Lender and a L/C Issuer, WELLS FARGO BANK,...
Credit Agreement • August 31st, 2011 • Texas Industries Inc • Cement, hydraulic • Texas

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 25, 2011, among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Lead Collateral Agent, Swing Line Lender and a L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a L/C Issuer, WELLS FARGO CAPITAL FINANCE, LLC, as a Co-Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as a Co-Collateral Agent.

Texas Industries, Inc. 9¼% SENIOR NOTES DUE 2020 Indenture Dated as of August 10, 2010 U.S. Bank National Association Trustee
Indenture • August 11th, 2010 • Texas Industries Inc • Cement, hydraulic • New York

INDENTURE dated as of August 10, 2010 among Texas Industries, Inc., a Delaware corporation (the “Company”), the Initial Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
EXHIBIT (4) TEXAS INDUSTRIES, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., RIGHTS AGENT
Rights Agreement • November 1st, 1996 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
HEREIN BETWEEN
Contract • September 30th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Texas Industries, Inc. and the Guarantors listed on Schedule A hereto 7.25% Senior Notes due 2013 Purchase Agreement dated June 29, 2005 UBS Securities LLC Banc of America Securities LLC Wells Fargo Securities, LLC BB&T Capital Markets, a division of...
Purchase Agreement • July 8th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York

The opinion of Outside Counsel for the Company and the Guarantors to be delivered pursuant to Section 5(c) of the Purchase Agreement shall be to the effect that:

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 25th, 2009 • Texas Industries Inc • Cement, hydraulic • Texas

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 19, 2009, among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

TEXAS INDUSTRIES, INC. AND MELLON INVESTOR SERVICES, LLC, RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF NOVEMBER 1, 2006
Rights Agreement • October 19th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Agreement, dated as of November 1, 2006, is between TEXAS INDUSTRIES, INC., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company (the “Rights Agent”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 19, 2009 among TEXAS INDUSTRIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, WELLS...
Credit Agreement • January 7th, 2010 • Texas Industries Inc • Cement, hydraulic • Texas

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 19, 2009, among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Contract
Voting Agreement • January 30th, 2014 • Texas Industries Inc • Cement, hydraulic • New York

VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc., a North Carolina corporation (“Parent”), and NNS Holding (“Stockholder”).

DILLON READ 3 Project CAN ===================================================== =========================== TABLE OF CONTENTS
Confidentiality Agreement • November 28th, 1997 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
CREDIT AGREEMENT Dated as of June 30, 2005 among TEXAS INDUSTRIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, JPMORGAN CHASE BANK, N.A., WELLS...
Credit Agreement • July 8th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2005, among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

SEPARATION AND DISTRIBUTION AGREEMENT Dated as of July 6, 2005 Between TEXAS INDUSTRIES, INC. and CHAPARRAL STEEL COMPANY
Separation and Distribution Agreement • July 8th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

THIS AGREEMENT is made as of July 6, 2005 by and between Texas Industries, Inc. (“TXI”), a Delaware corporation, and Chaparral Steel Company (“Chaparral”), a Delaware corporation, and, as of the date hereof, a wholly-owned subsidiary of TXI.

EXHIBIT 10.2 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 14th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
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AGREEMENT AND PLAN OF MERGER Dated as of January 27, 2014 Among TEXAS INDUSTRIES, INC., MARTIN MARIETTA MATERIALS, INC. and PROJECT HOLDINGS, INC.
Merger Agreement • January 30th, 2014 • Texas Industries Inc • Cement, hydraulic • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 27, 2014, among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Company”), MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation (“Parent”), and PROJECT HOLDINGS, INC., a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

STOCK OPTION AGREEMENT UNDER TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN
Stock Option Agreement • July 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)

Pursuant to its 2004 Omnibus Equity Compensation Plan, TEXAS INDUSTRIES, INC., effective this day of , 20 , hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $1.00 par value, of the Company at $ per share on the terms and conditions hereinafter set forth, of which the Option to purchase Shares is an Incentive Stock Option and the Option to purchase Shares is a Nonqualified Stock Option.

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • June 25th, 2009 • Texas Industries Inc • Cement, hydraulic • Texas

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of June 19, 2009, is entered into by and among each of the parties signatory hereto as Grantors (including any permitted successors and assigns, collectively, the "Grantors" and each a "Grantor"), and Bank of America, N.A., as Administrative Agent ("Administrative Agent"), for the ratable benefit of each Secured Party (as hereinafter defined).

FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 15, 2007 among TEXAS INDUSTRIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, WELLS...
Credit Agreement • August 17th, 2007 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2007, among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

TERM CREDIT AGREEMENT Dated as of March 20, 2008 among TEXAS INDUSTRIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Term Credit Agreement • March 24th, 2008 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

This TERM CREDIT AGREEMENT ("Agreement") is entered into as of March 20, 2008, among TEXAS INDUSTRIES, INC., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent.

RESTRICTED STOCK UNIT AGREEMENT Under the TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN
Restricted Stock Unit Agreement • March 28th, 2013 • Texas Industries Inc • Cement, hydraulic

Pursuant to its 2004 Omnibus Equity Compensation Plan, TEXAS INDUSTRIES, INC. hereby grants to the Grantee the number of Restricted Stock Units approved by the Committee or the Board (as such terms are defined in the Plan) on the terms and conditions hereinafter set forth.

RECITALS
Partnership Interests Purchase Agreement • January 26th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • California
AGREEMENT OF JOINT FILING
Joint Filing Agreement • October 8th, 2008 • Texas Industries Inc • Cement, hydraulic
AMENDMENT NO. 3 AND RESTATEMENT OF SAR AGREEMENT FOR EMPLOYEE DIRECTORS AND ASSUMPTION UNDER TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN
Sar Agreement for Employee Directors • March 28th, 2013 • Texas Industries Inc • Cement, hydraulic

This Amendment No. 3 and Restatement, dated January 4, 2013 (this “Agreement”), amends the SAR Agreement For Employee Directors Under Texas Industries, Inc. 2003 Share Appreciation Rights Plan, dated June 1, 2004 (as amended by Amendment No. 1 and Amendment No. 2, the “SAR Agreement” and such plan the “2003 SAR Plan”), of Mel G. Brekhus (“Grantee”).

AGREEMENT OF JOINT FILING
Joint Filing Agreement • July 20th, 2010 • Texas Industries Inc • Cement, hydraulic

The undersigned hereby agree that the attached Schedule 13D/A, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. This Agreement may be executed in several counterparts, each of which may be deemed to be an original, but all of which together will constitute one and the same Agreement.

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 24th, 2008 • Texas Industries Inc • Cement, hydraulic • Texas

THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Third Amendment"), dated as of November 21, 2008, is entered into among TEXAS INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the lenders listed on the signature pages hereof as Lenders (the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

EXHIBIT 10.3
Credit Agreement • August 27th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • July 8th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

This Tax Sharing and Indemnification Agreement (this “Agreement”) is entered into as of the Distribution Date by and between Texas Industries, Inc., a Delaware corporation (“Distributing”), on behalf of itself and each Distributing Affiliate, and Chaparral Steel Company, a Delaware corporation (“Controlled”), and their respective successors.

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