MARTIN MARIETTA MATERIALS, INC., as Issuer and Regions Bank, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 22, 2017 to INDENTURE Dated as of May 22, 2017 Floating Rate Senior Notes Due 2020 3.450% Senior Notes due 2027

Exhibit 4.2

EXECUTION VERSION

XXXXXX XXXXXXXX MATERIALS, INC.,

as Issuer

and

Regions Bank, as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of May 22, 2017

INDENTURE

Dated as of May 22, 2017

Floating Rate Senior Notes Due 2020

3.450% Senior Notes due 2027

TABLE OF CONTENTS


		Page

ARTICLE 1.

DEFINITIONS

Section 1.1	Definition of Terms		2
Section 1.2	Additional Definitions		2
Section 1.3	Other Definitions		7

ARTICLE 2.

GENERAL TERMS AND CONDITIONS OF THE FLOATING RATE NOTES

Section 2.1	Designation and Principal Amount		7
Section 2.2	Maturity		7
Section 2.3	Further Issues		7
Section 2.4	Form and Payment		8
Section 2.5	Global Securities		8
Section 2.6	Interest		8
Section 2.7	Authorized Denominations		8
Section 2.8	Optional Redemption		8
Section 2.9	Appointment of Agents		8

ARTICLE 3.

GENERAL TERMS AND CONDITIONS OF THE FIXED RATE NOTES

Section 3.1	Designation and Principal Amount		9
Section 3.2	Maturity		9
Section 3.3	Further Issues		9
Section 3.4	Form and Payment		9
Section 3.5	Global Securities		9
Section 3.6	Interest		9
Section 3.7	Authorized Denominations		10
Section 3.8	Optional Redemption		10
Section 3.9	Appointment of Agents		10

ARTICLE 4.

ADDITIONAL COVENANTS

Section 4.1	Limitations on Liens		10
Section 4.2	Limitations on Sale and Lease-Back Transactions		12
Section 4.3	Change of Control Repurchase Event		12
Section 4.4	Maintenance of Office or Agency		14



ARTICLE 5.

FORM OF NOTES

Section 5.1	Form of Notes	14

ARTICLE 6.

ORIGINAL ISSUE OF NOTES

Section 6.1	Original Issue of Notes	15

ARTICLE 7.

MISCELLANEOUS

Section 7.1	Ratification of Indenture	15
Section 7.2	Effect of Supplemental Indenture	15
Section 7.3	Trustee Not Responsible for Recitals	15
Section 7.4	Governing Law	15
Section 7.5	Separability	16
Section 7.6	Counterparts	16


EXHIBIT A – Form of Floating Rate Notes			A-1
EXHIBIT B – Form of Fixed Rate Notes			B-1

FIRST SUPPLEMENTAL INDENTURE, dated as of May 22, 2017 (this “Supplemental Indenture”), between Xxxxxx Xxxxxxxx Materials, Inc., a corporation duly organized and existing under the laws of the State of North Carolina, having its principal office at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000 (the “Corporation”), and Regions Bank, as trustee (the “Trustee”).

WHEREAS, the Corporation executed and delivered the indenture, dated as of May 22, 2017, to the Trustee (the “Indenture”), to provide for the issuance of the Corporation’s debt securities (the “Securities”), to be issued in one or more Series;

WHEREAS, pursuant to the terms of the Indenture, the Corporation desires to provide for the establishment of (i) a new Series of its notes under the Indenture to be known as its “Floating Rate Senior Notes due 2020” (the “Floating Rate Notes”) and (ii) a new Series of its notes under the Indenture to be known as its “3.450% Senior Notes due 2027” (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the “Notes”), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

WHEREAS, the Board of Directors of the Corporation pursuant to resolutions duly adopted on May 8, 2017 and resolutions of the Chairman of the Finance Committee of the Board of Directors of the Corporation duly adopted on May 17, 2017 and resolutions of the Chief Executive Officer of the Corporation duly adopted on May 17, 2017, have duly authorized the issuance of the Notes, and has authorized the proper officers of the Corporation to execute any and all appropriate documents necessary or appropriate to effect each such issuance;

WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of Section 2.3 and Section 9.1(6) of the Indenture;

WHEREAS, the Corporation has requested that the Trustee execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Corporation, in accordance with its terms, and to make the Notes, when executed by the Corporation and authenticated and delivered by the Trustee, the valid obligations of the Corporation, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;

NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the forms and terms of the Notes and to make other modifications to the Indenture pertaining to the Notes, the Corporation and the Trustee hereby enter into this Supplemental Indenture which modifies the Indenture with respect to (and only with respect to) the Notes, as follows:

ARTICLE 1.

DEFINITIONS

Section 1.1 Definition of Terms. Unless the context otherwise requires:

(a) each term defined in the Indenture has the same meaning when used in this Supplemental Indenture;

(b) the singular includes the plural and vice versa; and

Section 1.2 Additional Definitions. Solely for the purposes of this Supplemental Indenture in connection with the Notes, the following terms shall have the following meanings:

“Attributable Debt” for a lease means the carrying value of the capitalized rental obligation determined under U.S. generally accepted accounting principles, whether or not such obligation is required to be shown on the balance sheet as a long-term liability. The carrying value may be reduced by the capitalized value of the rental obligations, calculated on the same basis, that any sublessee has for all or part of the same property. A lease obligation shall be counted only once even if the Corporation and one or more of its Subsidiaries may be responsible for the obligation.

“Below Investment Grade Rating Event” means the rating on the applicable Series of Notes is lowered by at least two of the three Rating Agencies and the applicable Series of Notes is rated below an Investment Grade Rating by at least two of the three Rating Agencies on any day during the period (which period shall be extended so long as the rating of the applicable Series of Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public notice of the earlier of the Corporation’s intention to effect a Change of Control and the occurrence of a Change of Control and ending 60 days following consummation of such Change of Control.

“Business Day” means each day which is not a Legal Holiday; provided that, for purposes of determining a Floating Rate Interest Payment Date, such day is also a London Business Day.

“Capital Expenditures” means, for any period, any expenditures of the Corporation or its Subsidiaries during such period that, in conformity with U.S. generally accepted accounting principles consistently applied, are required to be included in fixed asset accounts as reflected in the consolidated balance sheet of the Corporation and its Subsidiaries.

“Change of Control” means:

(1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or group (as used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the Corporation’s Voting Stock, measured by voting power rather than number of shares;

(2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person or group of related Persons for the purpose of Section 13(d)(3) of the Exchange Act, together with any affiliates thereof, other than any such sale, lease, exchange or other transfer to one or more of the Corporation’s Subsidiaries (whether or not otherwise in compliance with the provisions of this Indenture); or

(3) the adoption of a plan relating to the liquidation, dissolution or winding up of the Corporation.

Notwithstanding the foregoing, a transaction effected to create a holding company for the Corporation shall not be deemed to involve a Change of Control if (a) pursuant to such transaction the Corporation becomes a wholly owned subsidiary of such holding company and (b) the holders of the outstanding Voting Stock of such holding company immediately following such transaction are the same as the holders of the Corporation’s outstanding Voting Stock immediately prior to such transaction.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the Assumed Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Assumed Remaining Life.

“Comparable Treasury Price” means, with respect to any optional redemption date, the average of two Reference Treasury Dealer Quotations for such optional redemption date.

“Consolidated Net Tangible Assets” means, as of any date of determination, total assets less:

(1) total current liabilities (excluding any Debt which, at the option of the borrower, is renewable or extendible to a term exceeding 12 months and which is included in current liabilities and further excluding any deferred income taxes which are included in current liabilities), and

(2) goodwill, patents and trademarks,

all as stated on the Corporation’s most recent publicly available consolidated balance sheet preceding such date of determination.

“Fitch” means Fitch Inc. and its successors.

“Fixed Rate Interest Payment Date” means an Interest Payment Date in respect of the Fixed Rate Notes.

“Fixed Rate Notes” means the Initial Fixed Rate Notes issued and any additional Fixed Rate Notes, treated as a single Series.

“Floating Rate Interest Payment Date” means an Interest Payment Date in respect of the Floating Rate Notes.

“Floating Rate Notes” means the Initial Floating Rate Notes and any additional Floating Rate Notes, treated as a single Series.

“Initial Fixed Rate Notes” means $300.0 million aggregate principal amount of the Corporation’s 3.450% Fixed Rate Senior Notes due 2027 issued under this Supplemental Indenture and the Indenture on the date hereof in the form of Exhibit B.

“Initial Floating Rate Notes” means $300.0 million aggregate principal amount of the Corporation’s Floating Rate Senior Notes due 2020 issued under this Supplemental Indenture and the Indenture on the date hereof in the form of Exhibit A.

“Interest Determination Date” means the second London Business Day immediately preceding the applicable Interest Period. The Interest Determination Date for the initial Interest Period shall be the second London Business Day immediately preceding May 22, 2017.

“Interest Period” means the period from, and including, the immediately preceding Floating Rate Interest Payment Date (or, with respect to the initial Interest Period only, from, and including, May 22, 2017) to, but excluding, the next Floating Rate Interest Payment Date or the Stated Maturity Date, the redemption date or the repurchase date, as applicable.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s, BBB- (or the equivalent under any successor rating categories) by S&P and BBB- (or the equivalent under any successor rating categories) by Fitch and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Corporation.

“London Business Day” means a day on which commercial banks are open for general business (including dealings in U.S. dollars) in London.

“Long-Term Debt” means Debt that by its terms matures on a date more than 12 months after the date it was created or Debt that the obligor may extend or renew without the obligee’s consent to a date more than 12 months after the Debt was created.

“Moody’s” means Xxxxx’x Investors Service Inc. and its successors.

“Notes” means, collectively, the Floating Rate Notes and the Fixed Rate Notes.

“Par Call Date” means March 1, 2027, the date that is three months prior to the date that the Fixed Rate Notes are scheduled to mature.

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in The City of New York.

“Principal Property” means any mining and quarrying or manufacturing facility located in the United States and owned by the Corporation or by one or more Restricted Subsidiaries on the Issue Date of the Notes and which has, as of the date the Lien is incurred, a net book value (after deduction of depreciation and other similar charges) greater than 3% of Consolidated Net Tangible Assets, except:

(1) any such facility or property which is financed by obligations of any State, political subdivision of any State or the District of Columbia under terms which permit the interest payable to the holders of the obligations to be excluded from gross income as a result of the plant, facility or property satisfying the conditions of Section 103(b)(4)(C), (D), (E), (F) or (H) or Section 103(b)(6) of the Internal Revenue Code of 1954 or Section 142(a) or Section 144(a) of the Internal Revenue Code of 1986, or of any successors to such provisions; or

(2) any such facility or property which, in the opinion of the board of directors of the Corporation, is not of material importance to the total business conducted by the Corporation and its Subsidiaries taken as a whole.

Notwithstanding the foregoing, the chief executive officer or chief financial officer of the Corporation may at any time declare any mining and quarrying or manufacturing facility or other property to be a Principal Property by delivering a certificate to that effect to the Trustee.

“Quotation Agent” means, with respect to any optional redemption date, the Reference Treasury Dealer appointed by the Corporation for such purpose.

“Rating Agency” means (1) each of Xxxxx’x, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the applicable Series of Notes or fails to make a rating of such Series publicly available for reasons outside the control of the Corporation, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Corporation (as certified by a resolution of the Board of Directors) to act as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.

“Reference Treasury Dealer” means (i) each of Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC or their respective affiliates which are primary U.S. Government securities dealers and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Corporation shall substitute therefor another Primary Treasury Dealer, and (ii) at the Corporation’s option, any other Primary Treasury Dealers selected by the Corporation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Corporation, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Corporation by such Reference Treasury Dealer at 5:00 pm., New York City time, on the third Business Day preceding such optional redemption date.

“Restricted Property” means any Principal Property, any Debt of a Restricted Subsidiary owned by the Corporation or a Restricted Subsidiary on the Issue Date of the Notes or thereafter if secured by a Principal Property (including any property received upon a conversion or exchange of such debt), or any shares of stock of a Restricted Subsidiary owned by the Corporation or a Restricted Subsidiary (including any property or shares received upon a conversion, stock split or other distribution with respect to the ownership of such stock).

“Restricted Subsidiary” means a Subsidiary that has substantially all of its assets located in, or carries on substantially all of its business in, the United States and that owns a Principal Property. Notwithstanding the preceding sentence, a Subsidiary shall not be a Restricted Subsidiary during such period of time as it has shares of capital stock registered under the Exchange Act or it files reports and other information with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

“Reuters Page LIBOR01” means the display designated on page LIBOR01 by Reuters Group plc (or such other page as may replace the LIBOR01 page on that service (or any successor service) or such other service as may be nominated by the ICE Benchmark Administration Ltd. (or such other entity assuming the responsibility from it for calculating London interbank offered rates for U.S. dollar deposits) for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

“Sale-Leaseback Transaction” means an arrangement whereby the Corporation or a Restricted Subsidiary sells or transfers a Principal Property and contemporaneously leases it back for a lease greater than three years.

“Stated Maturity Date”, when used with respect to any Note, means the date specified in such Note as the fixed date on which the principal amount of such Note is due and payable.

“S&P” means Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and its successors.

“three-month LIBOR” means, for any Interest Determination Date, the offered rate for deposits in the London interbank market in U.S. dollars having an index maturity of three months, as such rate appears on the Reuters Page LIBOR01 as of approximately 11:00 a.m., London time, on such Interest Determination Date. If, on an Interest Determination Date, such rate does not appear on Reuters Page LIBOR01 as of 11:00 a.m., London time, or if Reuters Page LIBOR01 is not available on such date, the Calculation Agent shall obtain such rate from Bloomberg L.P.’s page “BBAM” (or such other page as may replace the BBAM page on that service (or any successor service)). With respect to an Interest Determination Date on which no rate appears on either the Reuters Page LIBOR01 or Bloomberg L.P. page BBAM as of approximately 11:00 a.m., London time, the Calculation Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Corporation, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the first day of the applicable Interest Period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two

quotations are provided, then three-month LIBOR on that Interest Determination Date shall be the arithmetic mean of those quotations. If fewer than two quotations are provided, then three-month LIBOR on the Interest Determination Date shall be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on the Interest Determination Date by up to three major banks in The City of New York selected by the Corporation for loans in U.S. dollars to leading European banks having an index maturity of three months and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided, that if fewer than two quotations are so provided, then three-month LIBOR on the Interest Determination Date shall be equal to the three-month LIBOR in effect with respect to the immediately preceding Interest Period, except in the case of the initial Interest Period, where if three-month LIBOR cannot be so determined, the three-month LIBOR shall be 1.181% per annum.

“Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such optional redemption date.

Section 1.3 Other Definitions.


Term		Defined in Section

“Assumed Remaining Life”		3.8
“Change of Control Offer”		4.3
“Change of Control Payment Date”		4.3
“existing Lien”		4.1

ARTICLE 2.

GENERAL TERMS AND CONDITIONS OF THE FLOATING RATE NOTES

Section 2.1 Designation and Principal Amount. There is hereby authorized and established a Series of Securities under the Indenture, designated as the “Floating Rate Senior Notes due 2020”, which is not limited in aggregate principal amount. The aggregate principal amount of the Floating Rate Notes to be issued shall be as set forth in any Corporation order for the authentication and delivery of the Floating Rate Notes, pursuant to Section 2.1 of the Indenture.

Section 2.2 Maturity. The Stated Maturity Date of principal for the Floating Rate Notes will be May 22, 2020.

Section 2.3 Further Issues. The Corporation may from time to time issue additional Floating Rate Notes with the same terms as the Initial Floating Rate Notes (other than issue date and, to the extent applicable, the date from which interest will begin to accrue and the first payment of interest) and such additional Floating Rate Notes will be consolidated, and constitute a single series of Securities under the Indenture, with the Initial Floating Rate Notes for all purposes without notice to, or the consent of, the holders of the Floating Rate Notes; provided,

however that if any additional Floating Rate Notes so issued will not be fungible with the Initial Floating Rate Notes for federal income tax purposes, such additional Floating Rate Notes will have a separate CUSIP number and ISIN, as applicable, from the Initial Floating Rate Notes.

Section 2.4 Form and Payment. Principal of, premium, if any, and interest on the Floating Rate Notes shall be payable in U.S. dollars.

Section 2.5 Global Securities. Upon original issuance, the Floating Rate Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of DTC. The Corporation will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co. The provisions of the third and fourth paragraphs of Section 2.7 of the Indenture shall also apply if an Event of Default or Default which entitles the Holders of the Floating Rate Notes to accelerate the Floating Rate Notes’ maturity shall have occurred and be continuing.

Section 2.6 Interest. The Floating Rate Notes will bear interest in United States dollars at a per annum floating rate, reset quarterly for each Interest Period, equal to three-month LIBOR for U.S. dollars, determined on the Interest Determination Date for such Interest Period, plus 0.650% (or 65 basis points). Interest on the Floating Rate Notes (except defaulted interest, which shall be paid in accordance with Section 2.13 of the Indenture) shall be payable quarterly in arrears on February 22, May 22, August 22 and November 22, commencing August 22, 2017, except as provided in Section 10.7 of the Indenture with respect to a Floating Rate Interest Payment Date that is not a Business Day; and the record date for the interest payable on any Floating Rate Interest Payment Date is the close of business on the 15th calendar day immediately preceding such Floating Rate Interest Payment Date, whether or not such 15th calendar day is a Business Day. Interest on the Floating Rate Notes shall accrue from, and including, the most recent date to which interest has been paid or, if no interest has been paid, from and including May 22, 2017. The interest rate on the Floating Rate Notes shall in no event be higher than the maximum rate permitted by New York law or other applicable state law, as the same may be modified by United States law of general application.

Section 2.7 Authorized Denominations. The Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 2.8 Optional Redemption. The Floating Rate Notes shall not be subject to redemption at the option of the Corporation; provided that the Corporation may at any time, and from time to time, purchase Floating Rate Notes at any price or prices in the open market or otherwise.

Section 2.9 Appointment of Agents. The Trustee will initially be the Registrar, Calculation Agent and Paying Agent for the Floating Rate Notes. So long as three-month LIBOR is required to be determined with respect to the Floating Rate Notes, there shall at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish three-month LIBOR for any Interest Period, or that the Corporation proposes to remove such Calculation Agent, the Corporation shall appoint another Person which is a bank, trust company, investment banking firm or other financial institution to act as the Calculation Agent.

ARTICLE 3.

GENERAL TERMS AND CONDITIONS OF THE FIXED RATE NOTES

Section 3.1 Designation and Principal Amount. There is hereby authorized and established a Series of Securities under the Indenture, designated as the “3.450% Senior Notes due 2027”, which is not limited in aggregate principal amount. The aggregate principal amount of the Fixed Rate Notes to be issued shall be as set forth in any Corporation order for the authentication and delivery of the Fixed Rate Notes, pursuant to Section 2.1 of the Indenture.

Section 3.2 Maturity. The Stated Maturity Date of principal for the Fixed Rate Notes will be June 1, 2027.

Section 3.3 Further Issues. The Corporation may from time to time issue additional Fixed Rate Notes with the same terms as the Initial Fixed Rate Notes (other than issue date and, to the extent applicable, the date from which interest will begin to accrue and the first payment of interest) and such additional Fixed Rate Notes will be consolidated, and constitute a single series of Securities under the Indenture, with the Initial Fixed Rate Notes for all purposes without notice to, or the consent of, the holders of the Fixed Rate Notes; provided, however that if any additional Fixed Rate Notes so issued will not be fungible with the Initial Fixed Rate Notes for federal income tax purposes, such additional Fixed Rate Notes will have a separate CUSIP number and ISIN, as applicable, from the Initial Fixed Rate Notes.

Section 3.4 Form and Payment. Principal of, premium, if any, and interest on the Fixed Rate Notes shall be payable in U.S. dollars.

Section 3.5 Global Securities. Upon original issuance, the Fixed Rate Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of DTC. The Corporation will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co. The provisions of the third and fourth paragraphs of Section 2.7 of the Indenture shall also apply if an Event of Default or Default which entitles the Holders of the Fixed Rate Notes to accelerate the Fixed Rate Notes’ maturity shall have occurred and be continuing.

Section 3.6 Interest. The Fixed Rate Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from, and including, May 22, 2017 at the rate of 3.450% per annum, payable semiannually in arrears; interest payable on each Fixed Rate Interest Payment Date will include interest accrued from May 22, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Fixed Rate Interest Payment Dates on which such interest (except defaulted interest, which shall be paid in accordance with Section 2.13 of the Indenture) shall be payable are June 1 and December 1, commencing on December 1, 2017; and the record date for the interest payable on any Fixed Rate Interest Payment Date is the close of business on the 15th calendar day immediately preceding such Fixed Rate Interest Payment Date, whether or not such 15th calendar day is a Business Day.

Section 3.7 Authorized Denominations. The Fixed Rate Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 3.8 Optional Redemption. The Corporation may redeem the Fixed Rate Notes, at its option, at any time in whole or from time to time in part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) for cash:

(i) prior to the Par Call Date, at a price equal to the greater of:

(1) 100% of the principal amount of the Fixed Rate Notes to be redeemed; and

(2) as determined by the Quotation Agent, the sum of the present values of the principal amount of the Fixed Rate Notes to be redeemed and the remaining scheduled payments of interest thereon after the date of optional redemption (an “optional redemption date”) through the Par Call Date (assuming, for this purpose, that the Fixed Rate Notes are scheduled to mature on the Par Call Date) (the “Assumed Remaining Life”) (excluding interest, if any, accrued thereon to such optional redemption date), discounted to such optional redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points (or 0.200%); and

(ii) on or after the Par Call Date and prior to the Stated Maturity Date of the Fixed Rate Notes, at a price equal to 100% of the principal amount of the Fixed Rate Notes to be redeemed,

plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such optional redemption date.

Notwithstanding the foregoing, the Corporation shall pay any interest installment due on a Fixed Rate Interest Payment Date which occurs on or prior to an optional redemption date to the Holders of the Fixed Rate Notes as of the close of business on the regular record date immediately preceding such Fixed Rate Interest Payment Date.

The Corporation may at any time, and from time to time, purchase Fixed Rate Notes at any price or prices in the open market or otherwise.

Section 3.9 Appointment of Agents. The Trustee will initially be the Registrar and Paying Agent for the Fixed Rates Notes.

ARTICLE 4.

ADDITIONAL COVENANTS

Section 4.1 Limitations on Liens. Subject to the following two sentences, the Corporation shall not, and shall not permit any Restricted Subsidiary to, as security for any Debt, incur a Lien on any Restricted Property, unless the Corporation or such Restricted Subsidiary

secures or causes to be secured any outstanding Notes equally and ratably with all Debt secured by such Lien (it being understood that such Lien may equally and ratably secure such Notes and any other obligations of the Corporation or its Subsidiaries that are not subordinated in right of payment to any outstanding Notes). The foregoing restrictions will not apply to, among other things, Liens:

(i) existing on the Issue Date of the Notes or existing at the time an entity becomes a Restricted Subsidiary;

(ii) existing at the time of the acquisition of the Restricted Property or incurred to finance all or some of the purchase price or cost of construction; provided that the Lien may not extend to any other Restricted Property (other than, in the case of construction, unimproved real property) owned by the Corporation or any of its Restricted Subsidiaries at the time the property is acquired or the Lien is incurred; and provided, further that the Lien may not be incurred more than one year after the later of the acquisition, completion of construction or commencement of full operation of the property;

(iii) securing Debt of the Corporation owed to a Restricted Subsidiary or securing Debt of a Restricted Subsidiary owed to the Corporation or another Restricted Subsidiary;

(iv) existing at the time an entity merges into, consolidates with, or enters into a share exchange with the Corporation or a Restricted Subsidiary or a Person transfers or leases all or substantially all its assets to the Corporation or a Restricted Subsidiary;

(v) in favor of a government or governmental entity that secures payment pursuant to a contract, subcontract, statute or regulation, secures Debt guaranteed by the government or governmental agency, secures Debt incurred to finance all or some of the purchase price or cost of construction of goods, products or facilities produced under contract or subcontract for the government or governmental entity, or secures Debt incurred to finance all or some of the purchase price or cost of construction of the property subject to the Lien; or

(vi) extending, renewing or replacing in whole or in part a Lien (an “existing Lien”) permitted by any of clauses (i) through (v); provided that such Lien may not extend beyond the property subject to the existing Lien and the Debt secured by the Lien may not exceed the amount of Debt secured at the time by the existing Lien unless the existing Lien or a predecessor Lien equally and ratably secures the outstanding Notes and the Debt.

In addition and notwithstanding the foregoing restrictions, the Corporation and any of its Restricted Subsidiaries may, without securing the Notes of either Series, incur a Lien that otherwise would be subject to the foregoing restrictions; provided that after giving effect to such Lien the aggregate amount of all Debt secured by Liens that otherwise would be prohibited by this Section 4.1 (for the avoidance of doubt, excluding Debt secured by a Lien permitted by any of clauses (i) through (vi) above), plus all Attributable Debt in respect of Sale-Leaseback Transactions that otherwise would be prohibited by Section 4.2 at the time such Lien is incurred would not exceed 15% of Consolidated Net Tangible Assets.

This Section 4.1 is one of the covenants eligible for the provisions of Section 8.3 of the Indenture.

Section 4.2 Limitations on Sale and Lease-Back Transactions. The Corporation shall not, and shall not permit any Restricted Subsidiary to, enter into a Sale-Leaseback Transaction, unless:

(i) the lease is between the Corporation and a Restricted Subsidiary or between Restricted Subsidiaries;

(ii) the Corporation or such Restricted Subsidiary would be entitled, pursuant to Section 4.1, to create a Lien on the property to be leased securing Debt in an amount at least equal in amount to the Attributable Debt in respect of the Sale-Leaseback Transaction without equally and ratably securing the outstanding Notes under Section 4.1;

(iii) the Corporation owns or acquires other property which will be made a Principal Property and is determined by the Board of Directors to have a fair value equal to or greater than the Attributable Debt incurred;

(iv) within 270 days of the effective date of the lease, the Corporation makes Capital Expenditures with respect to a Principal Property in an amount at least equal to the amount of the Attributable Debt incurred; or

(v) the Corporation or a Restricted Subsidiary makes an optional prepayment in cash of its Debt or capital lease obligations at least equal in amount to the Attributable Debt for the lease, the prepayment is made within 270 days of the effective date of the lease, the Debt prepaid is not owned by the Corporation or a Restricted Subsidiary, the Debt prepaid is not subordinated in right of payment to any of the Notes, and the Debt prepaid was Long-Term Debt at the time it was created.

In addition and notwithstanding the foregoing restrictions, the Corporation and any of its Restricted Subsidiaries may, without securing the Notes of either Series, enter into a Sale-Leaseback Transaction that otherwise would be subject to the foregoing restrictions; provided that after giving effect to such Sale-Leaseback Transaction the aggregate amount of all Debt secured by Liens that otherwise would be prohibited by Section 4.1 (for the avoidance of doubt, excluding Debt secured by a Lien permitted by any of clauses (i) through (vi) thereof), plus all Attributable Debt in respect of Sale-Leaseback Transactions that otherwise would be prohibited by this Section 4.2 would not exceed 15% of Consolidated Net Tangible Assets.

This Section 4.2 is one of the covenants eligible for the provisions of Section 8.3 of the Indenture.

Section 4.3 Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs, unless, with respect to the Fixed Rate Notes, the Corporation has exercised its right to redeem the Fixed Rate Notes in full in accordance with Section 3.8 hereof, the Corporation shall make an irrevocable offer (subject to consummation of the Change of Control Repurchase Event) (a “Change of Control Offer”) to each Holder of Fixed Rate Notes

and Floating Rate Notes to repurchase all or, at the election of such Holder, any part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes for cash at a price equal to 101% of the principal amount of such Notes to be repurchased plus unpaid interest, if any, accrued thereon to, but excluding, the repurchase date. Notwithstanding the foregoing, the Corporation shall pay any interest installment due on an Interest Payment Date which occurs on or prior to the repurchase date to the Holders of the Notes of the applicable Series as of the close of business on the applicable record date immediately preceding such Interest Payment Date.

(b) The Corporation shall send a notice to each Holder of the applicable Notes by first class mail, with a copy to the Trustee, within 30 days following the date upon which any Change of Control Repurchase Event has occurred, or at its option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice shall govern the terms of the Change of Control Offer and shall describe the transaction that constitutes or may constitute the Change of Control Repurchase Event and shall irrevocably offer (subject to consummation of the Change of Control Repurchase Event) to repurchase all of such Notes on the repurchase date specified in the notice. Subject to the following sentence, the repurchase date shall be at least 30 days but no more than 60 days from the date such notice is sent (a “Change of Control Payment Date”). If the notice is sent prior to the date of consummation of the Change of Control, the notice shall state that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the repurchase date specified in the notice. Holders electing to have their Notes purchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse completed, to the Paying Agent at the address specified in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Paying Agent shall promptly send to each Holder of Notes properly tendered the repurchase price for such Notes, and the Trustee, upon the Corporation’s execution and delivery of the related Notes, shall promptly authenticate and send (or cause to be transferred by book-entry) to each Holder a new Note of the same Series equal in principal amount to any unrepurchased portion of any Notes properly tendered.

(c) On the Change of Control Payment Date, the Corporation shall, to the extent lawful: (i) accept for payment all properly tendered Notes or portions of Notes of the applicable Series that have not been validly withdrawn; (ii) on or before 10:00 a.m. (New York City time) on such date, deposit with the Trustee or with the Paying Agent (other than the Corporation or an Affiliate of the Corporation) money sufficient to pay the required payment for all properly tendered Notes or portions of Notes of such Series that have not been validly withdrawn; and (iii) deliver or cause to be delivered to the Trustee the repurchased Notes of such Series, accompanied by an Officers’ Certificate stating the aggregate principal amount of repurchased Notes of such Series. The Trustee or the Paying Agent shall promptly return to the Corporation any money deposited with the Trustee or the Paying Agent by the Corporation in excess of the amounts necessary to pay the repurchase price of all Notes to be repurchased.

(d) The Corporation shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes of either Series as a

result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture or the Notes, the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.3 or the Notes by virtue of any such conflict.

(e) The Corporation shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.3 and such third party purchases all Notes properly tendered and not withdrawn by the Holders thereof under its offer.

(f) If Notes tendered in a Change of Control Offer are paid or if the Corporation has deposited with the Trustee or the Paying Agent money sufficient to pay the repurchase price of all Notes to be repurchased, on and after the repurchase date, interest shall cease to accrue on the Notes or the portions of Notes tendered and not withdrawn in a Change of Control Offer (regardless of whether certificates for such Notes are actually surrendered). If any Security tendered in a Change of Control Offer shall not be so paid upon surrender for repurchase because of the failure of the Corporation to comply with paragraph (c) of this Section 4.3, interest shall be paid on the unpaid principal from the repurchase date until such principal is paid, and, to the extent lawful, on any interest not paid on such unpaid principal, in each case, at the rate provided in such Security.

This Section 4.3 is one of the covenants eligible for the provisions of Section 8.3 of the Indenture.

Section 4.4 Maintenance of Office or Agency. In the event that certificated Notes of either Series are outstanding, then, for so long as such certificated Notes are outstanding, the Corporation shall maintain in the United States, an office or agency where certificated Notes of such Series may be presented or surrendered for payment and where certificated Notes of each such Series may be surrendered for registration of transfer or exchange. The Corporation shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Corporation shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations may be made or served at the corporate trust office of the Trustee, and the Corporation hereby appoints the Trustee as its agent to receive all such presentations.

ARTICLE 5.

FORM OF NOTES

Section 5.1 Form of Notes. (a) The Floating Rate Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth in Exhibit A hereto.

(b) The Fixed Rate Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form set forth in Exhibit B hereto.

ARTICLE 6.

ORIGINAL ISSUE OF NOTES

Section 6.1 Original Issue of Notes. The Notes of a Series may, upon execution of this Supplemental Indenture, be executed by the Corporation and delivered to the Trustee for authentication, and the Trustee shall, upon Corporation order, authenticate and deliver Notes of such Series as in such Corporation order provided.

ARTICLE 7.

MISCELLANEOUS

Section 7.1 Ratification of Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; provided, however, that, notwithstanding anything to the contrary, the provisions of this Supplemental Indenture shall apply solely with respect to the Notes (and not to any other Series of Securities). To the extent that the provisions of this Supplemental Indenture conflict with any provision of the Indenture, the provisions of this Supplemental Indenture shall govern and be controlling, with respect to the Notes (and only with respect to the Notes).

Section 7.2 Effect of Supplemental Indenture. (a) The definition of each term set forth in Article 1 of the Indenture is with respect to the Notes (and only with respect to the Notes) deleted and replaced in its entirety by the definition ascribed to such term in Article 1 of this Supplemental Indenture to the extent any such term is defined in both the Indenture and this Supplemental Indenture;

(b) (i) Exhibit A of this Supplemental Indenture, with respect to the Floating Rate Notes (and only with respect to the Floating Rate Notes), shall supersede and replace Exhibit A to the Indenture and (ii) Exhibit B of this Supplemental Indenture, with respect to the Fixed Rate Notes (and only with respect to the Fixed Rate Notes), shall supersede and replace Exhibit A to the Indenture.

Section 7.3 Trustee Not Responsible for Recitals. The recitals herein contained are made by the Corporation and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 7.4 Governing Law. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NOTES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.5 Separability. In case any one or more of the provisions contained in the Indenture, this Supplemental Indenture or the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture, this Supplemental Indenture or of the Notes, but the Indenture, this Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 7.6 Counterparts. This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.


XXXXXX XXXXXXXX MATERIALS, INC.



By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Executive Vice President and Chief Financial Officer


REGIONS BANK, as Trustee



By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Vice President

EXHIBIT A

[Form of Floating Rate Note]

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.]¹

¹	Remove Global Securities Legend if inapplicable.

A-1

XXXXXX XXXXXXXX MATERIALS, INC.

FLOATING RATE SENIOR NOTES DUE 2020


No.		CUSIP: 573284 AR7
		ISIN: US573284AR77

Xxxxxx Xxxxxxxx Materials, Inc., a North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the principal amount of Three Hundred Million Dollars ($300,000,000) on May 22, 2020, or such other amount as provided on the “Schedule of Principal Amount” attached hereto.

Interest Payment Dates: February 22, May 22, August 22 and November 22, beginning on August 22, 2017


Record Dates:		The close of business on the 15th calendar day immediately preceding such Floating Rate Interest Payment Date, whether or not such 15th calendar day is a Business Day

Reference is made to further provisions of this Floating Rate Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, the Holder of this Floating Rate Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

A-2

In WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

Dated [ ]

XXXXXX XXXXXXXX MATERIALS, INC.

as Issuer



By:
		Authorized Signatory


TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Floating Rate Notes referred to in the within-mentioned Supplemental Indenture:
Dated: [●]

REGIONS BANK,

as Trustee



By:
		Authorized Signatory

A-3

(Reverse of Note)

Floating Rate Senior Notes due 2020

XXXXXX XXXXXXXX MATERIALS, INC.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) Interest. Xxxxxx Xxxxxxxx Materials, Inc., a North Carolina corporation, or its successor (the “Corporation”), promises to pay interest on the outstanding principal amount of this Floating Rate Note at the rate determined below, and at the same rate on any overdue principal or overdue installment of interest to the extent lawful. This Floating Rate Note shall bear interest in United States dollars at a per annum floating rate, reset quarterly for each Interest Period, equal to three-month LIBOR for U.S. dollars, determined on the Interest Determination Date for such Interest Period, plus 0.650% (or 65 basis points). Interest on this Floating Rate Note shall be payable quarterly in arrears on February 22, May 22, August 22 and November 22, commencing August 22, 2017 (each, an “Interest Payment Date”), except as provided in Section 10.7 of the Indenture with respect to an Interest Payment Date that is not a Business Day. Interest on this Floating Rate Note shall accrue from, and including, the most recent date to which interest has been paid or, if no interest has been paid, from and including May 22, 2017. The interest rate on this Floating Rate Note shall in no event be higher than the maximum rate permitted by New York law or other applicable state law, as the same may be modified by United States law of general application.

The amount of interest for each day that this Floating Rate Note is outstanding (the “daily interest amount”) shall be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the outstanding principal amount of this Floating Rate Note on such day. The amount of interest to be paid on this Floating Rate Note for any Interest Period shall be calculated by adding the daily interest amounts for each day in such Interest Period.

The interest rate and amount of interest to be paid on this Floating Rate Note for each Interest Period shall be calculated by the Calculation Agent. All calculations made by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Corporation and the Holders of this Floating Rate Note.

All percentages resulting from any calculation of the interest rate on this Floating Rate Note shall be rounded to the nearest one hundred-thousandth of a percentage point with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on this Floating Rate Note shall be rounded to the nearest cent (with one-half cent being rounded upward).

Upon request from any Holder of this Floating Rate Note, the Calculation Agent shall provide the interest rate in effect for this Floating Rate Note for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period.

A-4

(2) Method of Payment. The Corporation shall pay interest on this Floating Rate Note on the applicable Interest Payment Date to the Persons who are Holders of this Floating Rate Note at the close of business on the 15th calendar day immediately preceding such Interest Payment Date, whether or not such 15th calendar day is a Business Day, even if this Floating Rate Note is cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. This Floating Rate Note shall be payable as to principal, premium and interest at the office or agency of the Corporation maintained for such purpose within the Borough of Manhattan, The City and State of New York; provided that (a) payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Securities and (b) at the option of the Corporation, payment of interest on an Interest Payment Date may be made by check mailed to a Holder’s address. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of, premium, if any, and interest on this Floating Rate Note prior to the Stated Maturity Date shall be binding upon all future Holders of this Floating Rate Note, whether or not noted hereon. The amount due and payable at the maturity or earlier redemption or repurchase of this Floating Rate Note shall be payable only upon presentation and surrender of this Floating Rate Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3) Paying Agent, Registrar and Calculation Agent. Initially the Trustee under the Indenture, shall act as Paying Agent, Registrar and Calculation Agent. The Corporation may change any Paying Agent, Registrar or Calculation Agent for any reason (and shall change the Calculation Agent if it shall be unable or unwilling to act or if it shall fail duly to establish three-month LIBOR for any Interest Period), without notice to any Holder. The Corporation or any of its Subsidiaries may act in any such capacity, except in the case of the Calculation Agent, where the Corporation may appoint another Person which is a bank, trust company, investment banking firm or other financial institution to act as such.

(4) Indenture. The Corporation issued this Floating Rate Note under an Indenture dated as of May 22, 2017 (the “Indenture”) as supplemental by the First Supplemental Indenture dated as of May 22, 2017 (the “Supplemental Indenture”), between the Corporation and the Trustee. The terms of this Floating Rate Note include those stated in the Indenture (as supplemented by the Supplemental Indenture) and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent the provisions of this Floating Rate Note are inconsistent with the provisions of the Indenture (as supplemented by the Supplemental Indenture), the Indenture (as supplemented by the Supplemental Indenture) shall govern. This Floating Rate Note is subject to all such terms, and Holders are referred to the Indenture, the Supplemental Indenture and the TIA for a statement of such terms. The Floating Rate Notes issued on the Issue Date of the Notes are senior unsecured obligations of the Corporation initially limited to $300,000,000 aggregate principal amount. The Indenture (as supplemented by the Supplemental Indenture) permits the issuance of additional Floating Rate Notes subject to compliance with certain conditions.

A-5

(5) Denominations, Transfer, Exchange. The Floating Rate Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of the Floating Rate Notes may be registered and the Floating Rate Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Corporation may require a Holder to pay any taxes and expenses required by law or permitted by the Indenture. The Corporation need not exchange or register the transfer of any Floating Rate Note or portion of a Floating Rate Note selected for redemption, except for the unredeemed portion of any Floating Rate Note being redeemed in part. Also, it need not exchange or register the transfer of any Floating Rate Notes for a period of 15 days before a selection of Floating Rate Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(6) Change of Control Repurchase Event. This Floating Rate Note shall be subject to repurchase at the option of Holders under the circumstances specified in Section 4.3 of the Supplemental Indenture.

(7) Persons Deemed Owners. The Holder of this Floating Rate Note may be treated as its owner for all purposes.

(8) Trustee Dealings with the Corporation. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Corporation or its Affiliates, and may otherwise deal with the Corporation or its Affiliates, as if it were not the Trustee.

(9) No Recourse Against Others. No director, officer, employee or stockholder, past, present or future, of the Corporation or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Corporation under the Floating Rate Notes, the Supplemental Indenture or the Indenture by reason of his, her or its status as such director, officer, employee or stockholder.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Corporation on the Floating Rate Notes or under the Indenture, the Supplemental Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.

Each Holder of Floating Rate Notes by accepting a Floating Rate Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Floating Rate Notes.

(10) Authentication. This Floating Rate Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(11) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

A-6

(12) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation has caused CUSIP and ISIN numbers to be printed on this Floating Rate Note and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on this Floating Rate Note or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(13) THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE FLOATING RATE NOTES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE FLOATING RATE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The Corporation shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Xxxxxx Xxxxxxxx Materials, Inc.

0000 Xxxxxxx Xxxx

Xxxxxxx, Xxxxx Xxxxxxxx 00000

Attention: General Counsel

A-7

ASSIGNMENT FORM

To assign this Floating Rate Note, fill in the form below: (I) or (we) assign and transfer this Floating Rate Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Floating Rate Note on the books of the Corporation. The agent may substitute another to act for him.


Date:


Your Signature:
(Sign exactly as your name appears on the face of this Floating Rate Note)


Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

A-8

OPTION OF HOLDER TO ELECT REPURCHASE

If you want to elect to have this Floating Rate Note repurchased by the Corporation pursuant to Section 4.3 (“Change of Control Repurchase Event”) of the Supplemental Indenture, check the box below:

[ ] Section 4.3

If you want to elect to have only part of this Floating Rate Note repurchased by the Corporation pursuant to Section 4.3 of the Supplemental Indenture, state the amount (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) you elect to have repurchased:


Date:						Your Signature:
						(Sign exactly as your name appears on this Floating Rate Note)


Tax Identification Number:


Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

A-9

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount at maturity of this Floating Rate Note shall be $300,000,000. The following decreases (or increases) in the principal amount at maturity of this Floating Rate Note have been made:

Date of Decrease (or Increase)

Amount of
Decrease in
Principal Amount of
this Global Note

Amount of
Increase in
Principal Amount of
this Global Note

Principal
Amount of this
Global Note
Following Such
Decrease (or
Increase)

Signature of
Authorized
Signatory of
Trustee or Note
Custodian

A-10

EXHIBIT B

[Form of Fixed Rate Note]

²	Remove Global Securities Legend if inapplicable.

B-1

XXXXXX XXXXXXXX MATERIALS, INC.

FIXED RATE SENIOR NOTES DUE 2027


No.		CUSIP: 573284 AQ9
		ISIN: US573284AQ94

Xxxxxx Xxxxxxxx Materials, Inc., a North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the principal amount of Three Hundred Million Dollars ($300,000,000) on June 1, 2027, or such other amount as provided on the “Schedule of Principal Amount” attached hereto.

Interest Payment Dates: June 1 and December 1, beginning on December 1, 2017


Record Dates:		15th calendar day immediately preceding the applicable Fixed Rate Interest Payment Date

Reference is made to further provisions of this Fixed Rate Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, the Holder of this Fixed Rate Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

B-2

In WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

Dated [ ]

XXXXXX XXXXXXXX MATERIALS, INC.

as Issuer



By:
		Authorized Signatory


TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Fixed Rate Notes referred to in the within-mentioned Supplemental Indenture:
Dated: [●]

REGIONS BANK,

as Trustee



By:
		Authorized Signatory

B-3

(Reverse of Note)

3.450% Fixed Rate Senior Notes due 2027

XXXXXX XXXXXXXX MATERIALS, INC.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(2) Method of Payment. The Corporation shall pay interest on this Fixed Rate Note on the applicable Interest Payment Date to the Persons who are Holders of this Fixed Rate Note at the close of business on the 15th calendar day immediately preceding such Interest Payment Date, whether or not such 15th calendar day is a Business Day, even if this Fixed Rate Note is cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. This Fixed Rate Note shall be payable as to principal, premium and interest at the office or agency of the Corporation maintained for such purpose within the Borough of Manhattan, The City and State of New York; provided that (a) payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Securities and (b) at the option of the Corporation, payment of interest on an Interest Payment Date may be made by check mailed to a Holder’s address. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of, premium, if any, and interest on this Fixed Rate Note prior to the Stated Maturity Date shall be binding upon all future Holders of this Fixed Rate Note, whether or not noted hereon. The amount due and payable at the maturity or earlier redemption or repurchase of this Fixed Rate Note shall be payable only upon presentation and surrender of this Fixed Rate Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3) Paying Agent and Registrar. Initially the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Corporation may change any Paying Agent or Registrar for any reason, without notice to any Holder. The Corporation or any of its Subsidiaries may act in any such capacity.

B-4

(4) Indenture. The Corporation issued this Fixed Rate Note under an Indenture dated as of May 22, 2017 (the “Indenture”) as supplemental by the First Supplemental Indenture dated as of May 22, 2017 (the “Supplemental Indenture”), between the Corporation and the Trustee. The terms of this Fixed Rate Note include those stated in the Indenture (as supplemented by the Supplemental Indenture) and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent the provisions of this Fixed Rate Note are inconsistent with the provisions of the Indenture (as supplemented by the Supplemental Indenture), the Indenture (as supplemented by the Supplemental Indenture) shall govern. This Fixed Rate Note is subject to all such terms, and Holders are referred to the Indenture, the Supplemental Indenture and the TIA for a statement of such terms. The Fixed Rate Notes issued on the Issue Date of the Notes are senior unsecured obligations of the Corporation initially limited to $300,000,000 aggregate principal amount. The Indenture (as supplemented by the Supplemental Indenture) permits the issuance of additional Fixed Rate Notes subject to compliance with certain conditions.

(5) Denominations, Transfer, Exchange. The Fixed Rate Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of the Fixed Rate Notes may be registered and the Fixed Rate Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Corporation may require a Holder to pay any taxes and expenses required by law or permitted by the Indenture. The Corporation need not exchange or register the transfer of any Fixed Rate Note or portion of a Fixed Rate Note selected for redemption, except for the unredeemed portion of any Fixed Rate Note being redeemed in part. Also, it need not exchange or register the transfer of any Fixed Rate Notes for a period of 15 days before a selection of Fixed Rate Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(6) Change of Control Repurchase Event. This Fixed Rate Note shall be subject to repurchase at the option of Holders under the circumstances specified in Section 4.3 of the Supplemental Indenture.

(7) Optional Redemption. This Fixed Rate Note shall be subject to optional redemption in accordance with Section 3.8 of the Supplemental Indenture.

(8) Persons Deemed Owners. The Holder of this Fixed Rate Note may be treated as its owner for all purposes.

(9) Trustee Dealings with the Corporation. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Corporation or its Affiliates, and may otherwise deal with the Corporation or its Affiliates, as if it were not the Trustee.

(10) No Recourse Against Others. No director, officer, employee or stockholder, past, present or future, of the Corporation or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Corporation under the Fixed Rate Notes, the Supplemental Indenture or the Indenture by reason of his, her or its status as such director, officer, employee or stockholder.

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No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Corporation on the Fixed Rate Notes or under the Indenture, Supplemental Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.

Each Holder of Fixed Rate Notes by accepting a Fixed Rate Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Fixed Rate Notes.

(12) Authentication. This Fixed Rate Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(12) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(13) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Corporation has caused CUSIP and ISIN numbers to be printed on this Fixed Rate Note and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on this Fixed Rate Note or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(14) THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE FIXED RATE NOTES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE FIXED RATE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The Corporation shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Xxxxxx Xxxxxxxx Materials, Inc.

0000 Xxxxxxx Xxxx

Xxxxxxx, Xxxxx Xxxxxxxx 00000

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Fixed Rate Note, fill in the form below: (I) or (we) assign and transfer this Fixed Rate Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Fixed Rate Note on the books of the Corporation. The agent may substitute another to act for him.


Date:


Your Signature:
(Sign exactly as your name appears on the face of this Fixed Rate Note)


Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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OPTION OF HOLDER TO ELECT REPURCHASE

If you want to elect to have this Fixed Rate Note repurchased by the Corporation pursuant to Section 4.3 (“Change of Control Repurchase Event”) of the Supplemental Indenture, check the box below:

[ ] Section 4.3

If you want to elect to have only part of this Fixed Rate Note repurchased by the Corporation pursuant to Section 4.3 of the Supplemental Indenture, state the amount (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) you elect to have repurchased:


Date:						Your Signature:
						(Sign exactly as your name appears on this Fixed Rate Note)



		Tax Identification Number:


Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount at maturity of this Fixed Rate Note shall be $300,000,000. The following decreases (or increases) in the principal amount at maturity of this Fixed Rate Note have been made:

Date of Decrease (or Increase)

Amount of
Decrease in
Principal Amount of
this Global Note

Amount of
Increase in
Principal Amount of
this Global Note

Principal
Amount of this
Global Note
Following Such
Decrease (or
Increase)

Signature of
Authorized
Signatory of
Trustee or Note
Custodian

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Table of Contents

MARTIN MARIETTA MATERIALS, INC., as Issuer and Regions Bank, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 22, 2017 to INDENTURE Dated as of May 22, 2017 Floating Rate Senior Notes Due 2020 3.450% Senior Notes due 2027

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