Texas Industries Inc Sample Contracts

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
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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
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 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)
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
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.

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
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”).

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.

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...
Assignment and Assumption • 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.

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
AGREEMENT AND PLAN OF MERGER Dated as of January 27, 2014 Among TEXAS INDUSTRIES, INC., MARTIN MARIETTA MATERIALS, INC. and PROJECT HOLDINGS, INC.
Agreement and Plan of Merger • 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”).

RECITALS
Partnership Interests Purchase Agreement • January 26th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • California
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.

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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.

AGREEMENT OF JOINT FILING
Agreement of Joint Filing • October 8th, 2008 • Texas Industries Inc • Cement, hydraulic
SECURITY AGREEMENT
Security Agreement • November 24th, 2008 • Texas Industries Inc • Cement, hydraulic • Texas

SECURITY AGREEMENT (this "Agreement"), dated as of November 21, 2008, made by each of the signatories party hereto (including any permitted successors and assigns, collectively, the "Grantors" and each a "Grantor"), in favor of Bank of America, N.A., as Administrative Agent ("Administrative Agent"), for the ratable benefit of each Secured Party (as hereinafter defined).

AMENDMENT NO. 1 TO SAR AGREEMENT FOR EMPLOYEE DIRECTORS UNDER TEXAS INDUSTRIES, INC. 2003 SHARE APPRECIATION RIGHTS AGREEMENT
Sar Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
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”).

UNDER
Non-Employee Directors • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
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.

AGREEMENT OF JOINT FILING
Agreement of Joint Filing • 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.

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

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 19, 2009, by and among TEXAS INDUSTRIES, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and the financial institutions named on the signature pages hereto (the “Lenders”).

STANDSTILL AGREEMENT
Standstill Agreement • July 20th, 2010 • Texas Industries Inc • Cement, hydraulic • Delaware

This Standstill Agreement (this “Agreement”), dated as of July 16, 2010, is by and between Texas Industries, Inc., a Delaware corporation (the “Company”), NNS Holding and Mr. Nassef Sawiris (NNS Holding, Mr. Sawiris and all of their respective Affiliates and Associates, collectively, the “NNS Parties”).

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