0000950123-09-072983 Sample Contracts

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 23rd, 2009 • Martin Marietta Materials Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

AMENDMENT dated as of December 23, 2009 to the Second Amended and Restated Credit Agreement dated as of October 24, 2008 (the “Credit Agreement”) among MARTIN MARIETTA MATERIALS, INC., the LENDERS listed on the signature pages thereof and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., BRANCH BANKING AND TRUST COMPANY, WACHOVIA BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., as Co-Syndication Agents.

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FIRST AMENDMENT TO ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • December 23rd, 2009 • Martin Marietta Materials Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS FIRST AMENDMENT (this “Amendment”), dated as of December 23, 2009, is entered into by and between MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation (the “Customer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division (“WFBC”).

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • December 23rd, 2009 • Martin Marietta Materials Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of December 23, 2009, by and among MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

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