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Item 1.01.   Entry into a Material Definitive Agreement

On September 25, 2018, the Corporation and its wholly‐owned subsidiary, Martin Marietta Funding LLC (“MM Funding”), entered into the Tenth Amendment (the “Tenth Amendment”) to its Credit and Security Agreement with SunTrust Bank dated as of April 19, 2013. Pursuant to the Tenth Amendment, the scheduled maturity date of the facility was extended to September 25, 2019.

The Credit and Security Agreement is a $400,000,000 trade receivables securitization facility backed by trade receivables originated by the Corporation or by certain of its subsidiaries and acquired by the Corporation, which the Corporation then sells or contributes to MM Funding. MM Funding’s borrowings bear interest at one‐month LIBOR plus 0.725%, subject to change in the event that this rate no longer reflects the lender’s cost of lending.

The Credit and Security Agreement includes an amortization event related to a payment default or acceleration of one of the Corporation’s material debt agreements.

 

The Tenth Amendment is filed as an exhibit hereto and is incorporated herein by reference, and the description of the Tenth Amendment and the Credit and Security Agreement contained herein is qualified in its entirety by the terms thereof.

Item 9.01   Financial Statements and Exhibits.

(c) Exhibits

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Martin Marietta Materials, Inc.
	(Registrant)
Date:  September 25, 2018	By:	/s/ Roselyn R. Bar
		Name:  Roselyn R. Bar
		Title:    Executive Vice President, General Counsel
		and Corporate Secretary

Tenth Amendment to Credit and Security Agreement

This Tenth Amendment to Credit and Security Agreement (herein, the “Amendment”) is entered into as of September 25, 2018 (the “Effective Date”), among Martin Marietta Funding LLC, a Delaware limited liability company (“Borrower”), Martin Marietta Materials, Inc., a North Carolina corporation, as initial Servicer (the “Servicer”), each commercial paper conduit and financial institution from time to time a party to the Credit and Security Agreement (as defined below) as lenders (the “Lenders”), and SunTrust Bank (“SunTrust”), a Georgia banking corporation, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Preliminary Statements

 

Whereas, the Borrower, the Servicer, the Lenders and the Administrative Agent entered into a certain Credit and Security Agreement, dated as of April 19, 2013 (the Credit and Security Agreement, as the same has been amended prior to the date hereof, being referred to herein as the “Credit and Security Agreement”).  All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit and Security Agreement;

Whereas, the Borrower and the Servicer have requested that the Administrative Agent and the Lenders agree to amend the Credit and Security Agreement and the Administrative Agent and the Lenders are willing to do so under the terms and conditions set forth in this Amendment;

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.

Amendment.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit and Security Agreement shall be amended as follows:

 

 

 

(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate (including, without limitation, because the Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits in United States dollars is not available or published on a current basis) for such Interest Period, or

then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter.  Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Alternate Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement.  The Administrative Agent shall use reasonable efforts to determine from time to time whether the circumstances giving rise to such notice no longer exist and, promptly after the Administrative Agent determines that the circumstances giving rise to such notice no longer exist, the Administrative Agent shall use reasonable efforts to notify the Borrower and the Lenders.

 

 

 

 

 

 

“Facility Termination Date” means the earlier of (i) September 25, 2019, and (ii) the Amortization Date.

“Beneficial Ownership Rule” means 31 C.F.R. § 1010.230.

Section 2.

Conditions Precedent.

The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

 

 

 

Section 3.

Representations and Warranties.

In order to induce the Lenders to execute and deliver this Amendment, each of the Borrower and the Servicer hereby represent to the Lenders that as of the date hereof (a) the representations and warranties set forth in Article III of the Credit and Security Agreement are and shall be and remain true and correct in all material respects (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date) and (b) each of the Borrower and the Servicer is in material compliance with the terms and conditions of the Credit and Security Agreement and no event has occurred and is continuing that would constitute an Amortization Event or a Potential Amortization Event under the Credit and Security Agreement or shall result after giving effect to this Amendment.

Section 4.

Miscellaneous.

 

 

 

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	Regions Bank,
	as a Lender
	By:	/s/ Mark A. Kassis
		Name:  Mark A. Kassis
		Title:    Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	MUFG Bank, Ltd.
	f/k/a The Bank of Tokyo-Mitsubishi UFJ, LTD.,
	New York Branch, as a Lender
	By:	/s/ Eric Williams
		Name:  Eric Williams
		Title:    Managing Director

 

Signature Pages to Tenth Amendment to Credit and Security Agreement