THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "First Amendment"), dated as of May 25, 2001, is entered into among TEXAS --------------- INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the banks listed on --------...Credit Agreement • August 23rd, 2001 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Contract Type FiledAugust 23rd, 2001 Company Industry Jurisdiction
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Contract Type FiledApril 20th, 1998 Company Industry Jurisdiction
EXHIBIT 10.1 EXHIBIT 10.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 12th, 1999 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Contract Type FiledApril 12th, 1999 Company Industry Jurisdiction
b) Section 1.1 of the Credit Agreement is hereby amended by amending ----------- clause (a) in the definition of "Permitted Liens" to read as follows: ---------------Credit Agreement • August 23rd, 2001 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledAugust 23rd, 2001 Company Industry
AMENDMENT TO STOCK OPTION AGREEMENT UNDER TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLANStock Option Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledApril 25th, 2006 Company Industry
UNDERRestricted Stock Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledApril 25th, 2006 Company Industry
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
Contract Type FiledAugust 31st, 2011 Company Industry JurisdictionThis 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 TrusteeIndenture • August 11th, 2010 • Texas Industries Inc • Cement, hydraulic • New York
Contract Type FiledAugust 11th, 2010 Company Industry JurisdictionINDENTURE 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 AGREEMENTEmployment Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledApril 25th, 2006 Company Industry
EXHIBIT (4) TEXAS INDUSTRIES, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., RIGHTS AGENTRights Agreement • November 1st, 1996 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
Contract Type FiledNovember 1st, 1996 Company Industry Jurisdiction
HEREIN BETWEENContract • September 30th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Contract Type FiledSeptember 30th, 2005 Company Industry Jurisdiction
9¼% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENT by and among Texas Industries, Inc., The Subsidiaries listed in Schedule A, as Guarantors and Banc of America Securities LLC Goldman, Sachs & Co. UBS Securities LLC Wells Fargo Securities, LLC...Registration Rights Agreement • August 11th, 2010 • Texas Industries Inc • Cement, hydraulic • New York
Contract Type FiledAugust 11th, 2010 Company Industry Jurisdiction
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
Contract Type FiledJuly 8th, 2005 Company Industry JurisdictionThe 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 AGREEMENTCredit Agreement • June 25th, 2009 • Texas Industries Inc • Cement, hydraulic • Texas
Contract Type FiledJune 25th, 2009 Company Industry JurisdictionThis 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, 2006Rights Agreement • October 19th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
Contract Type FiledOctober 19th, 2006 Company Industry JurisdictionThis 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
Contract Type FiledJanuary 7th, 2010 Company Industry JurisdictionThis 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.
ContractVoting Agreement • January 30th, 2014 • Texas Industries Inc • Cement, hydraulic • New York
Contract Type FiledJanuary 30th, 2014 Company Industry JurisdictionVOTING 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 CONTENTSConfidentiality Agreement • November 28th, 1997 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledNovember 28th, 1997 Company Industry
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
Contract Type FiledJuly 8th, 2005 Company Industry JurisdictionThis 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.
Exhibit 10.3 [TXI LETTERHEAD] [Name] [Home address] Re: Change in Control Severance Agreement Dear : We believe it is in the best interests of our stockholders to foster the continued employment of our key management personnel. Our Board of Directors...Change in Control Severance Agreement • April 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledApril 25th, 2006 Company Industry
SEPARATION AND DISTRIBUTION AGREEMENT Dated as of July 6, 2005 Between TEXAS INDUSTRIES, INC. and CHAPARRAL STEEL COMPANYSeparation and Distribution Agreement • July 8th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Contract Type FiledJuly 8th, 2005 Company Industry JurisdictionTHIS 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 AGREEMENTCredit Agreement • April 14th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Contract Type FiledApril 14th, 1998 Company Industry Jurisdiction
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
Contract Type FiledJanuary 30th, 2014 Company Industry JurisdictionAGREEMENT 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 PLANStock Option Agreement • July 25th, 2006 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledJuly 25th, 2006 Company IndustryPursuant 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 AGREEMENTSecurity Agreement • June 25th, 2009 • Texas Industries Inc • Cement, hydraulic • Texas
Contract Type FiledJune 25th, 2009 Company Industry JurisdictionTHIS 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
Contract Type FiledAugust 17th, 2007 Company Industry JurisdictionThis 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
Contract Type FiledMarch 24th, 2008 Company Industry JurisdictionThis 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 PLANRestricted Stock Unit Agreement • March 28th, 2013 • Texas Industries Inc • Cement, hydraulic
Contract Type FiledMarch 28th, 2013 Company IndustryPursuant 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.
RECITALSPartnership Interests Purchase Agreement • January 26th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • California
Contract Type FiledJanuary 26th, 1998 Company Industry Jurisdiction
AGREEMENT OF JOINT FILINGJoint Filing Agreement • October 8th, 2008 • Texas Industries Inc • Cement, hydraulic
Contract Type FiledOctober 8th, 2008 Company Industry
AMENDMENT NO. 3 AND RESTATEMENT OF SAR AGREEMENT FOR EMPLOYEE DIRECTORS AND ASSUMPTION UNDER TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLANSar Agreement for Employee Directors • March 28th, 2013 • Texas Industries Inc • Cement, hydraulic
Contract Type FiledMarch 28th, 2013 Company IndustryThis 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 FILINGJoint Filing Agreement • July 20th, 2010 • Texas Industries Inc • Cement, hydraulic
Contract Type FiledJuly 20th, 2010 Company IndustryThe 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 AGREEMENTCredit Agreement • November 24th, 2008 • Texas Industries Inc • Cement, hydraulic • Texas
Contract Type FiledNovember 24th, 2008 Company Industry JurisdictionTHIS 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 10.3Credit Agreement • August 27th, 1998 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Contract Type FiledAugust 27th, 1998 Company Industry Jurisdiction
TAX SHARING AND INDEMNIFICATION AGREEMENTTax Sharing and Indemnification Agreement • July 8th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas
Contract Type FiledJuly 8th, 2005 Company Industry JurisdictionThis 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.