TERM LOAN AGREEMENT

EXHIBIT 10.02

$130,000,000

TERM LOAN AGREEMENT

dated as of
APRIL 23, 2009

among

MARTIN MARIETTA MATERIALS, INC.,

The LENDERS Listed Herein,

SUNTRUST BANK,
as Administrative Agent,

and

BRANCH BANKING & TRUST COMPANY
as Syndication Agent

and

NORTHERN TRUST COMPANY
as Documentation Agent

SUNTRUST ROBINSON HUMPHREY, INC.,
Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

TERM LOAN AGREEMENT

     AGREEMENT dated as of April 23, 2009 among MARTIN MARIETTA MATERIALS, INC., the LENDERS listed on the signature pages hereof and SUNTRUST BANK, as Administrative Agent, BRANCH BANKING & TRUST COMPANY, as Syndication Agent and NORTHERN TRUST COMPANY, as Documentation Agent.

WITNESSETH:

     WHEREAS , the Borrower has requested that the Lenders make term loans in an aggregate principal amount up to $130,000,000 to the Borrower;

     WHEREAS, subject to the terms and conditions of this Agreement, the Lenders are willing severally to make such term loans to the Borrower;

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
Definitions

     Section 1.01. Definitions. The following terms, as used herein and in any Exhibit or Schedule hereto, have the following meanings:

     “ Additional Lender ” has the meaning set forth in Section 2.12(b).

     “ Administrative Agent ” means SunTrust Bank, in its capacity as administrative Agent for the Lenders hereunder, and its successors in such capacity.

     “ Administrative Questionnaire ” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent with a copy to the Borrower duly completed by such Lender.

     “ Affiliate ” means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Borrower (a “Controlling Person”) or (ii) any Person (other than the Borrower or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term “control” means possession, directly or indirectly, of the power to vote 10% or more of any class of voting securities of a Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “ Agents ” means the Administrative Agent, the Syndication Agent and the Documentation Agent.

     “ Agreement ” means this Term Loan Agreement dated as of April 23, 2009.

     “ Applicable Lending Office ” means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

     “ Assignee ” has the meaning set forth in Section 9.08(c).

     “ Assignment and Assumption Agreement ” means an agreement, substantially in the form of Exhibit A hereto, under which an interest of a Lender hereunder is transferred to an Assignee pursuant to Section 9.08(c) hereof.

     “ Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ¹ /2 of 1% and (c) the London Interbank Offered Rate for a one month Interest Period on such day (or if such day is not a Euro-Dollar Business Day, the immediately preceding Euro-Dollar Business Day) plus 1%, provided that for the avoidance of doubt, such London Interbank Offered Rate for any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page) at approximately 11:00 A.M., London time, on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

     “ Base Rate Loan ” means a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Interest Rate Election or Article 8.

     “ Base Rate Margin ” means the percentage determined in accordance with the Pricing Schedule.

     “ Borrower ” means Martin Marietta Materials, Inc., a North Carolina corporation.

     “ Change in Law ” means, for purposes of Section 8.01 and Section 8.03, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency.

     “ Commitment ” means (i) with respect to each Lender listed on the Commitment Schedule, the amount set forth opposite the name of such Lender on the Commitment Schedule and (ii) with respect to each Additional Lender or Assignee which becomes a Lender pursuant to Section 2.11 or 9.08(c), the amount of the Commitment thereby assumed by it, in each case as such amount may be changed from time to time pursuant to Section 2.06, 2.11 or 9.08(c).

     “ Commitment Schedule ” means the Commitment Schedule attached hereto.

     “ Consolidated Debt ” means at any date the Debt of the Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of such date.

     “ Consolidated EBITDA ” means, for any period, net income (or net loss) (before discontinued operations) plus the sum of (a) consolidated interest expense, (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) depletion expense, (f) stock based compensation expense and (g) any non-cash losses or expenses from any unusual, extraordinary or otherwise non-recurring items as reasonably determined by the Borrower, and

minus (x) consolidated interest income and (y) the sum of the amounts for such period of any income tax benefits and any income or gains from any unusual, extraordinary or otherwise non-recurring items as reasonably determined by the Borrower, in each case determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP and in the case of items (a) through (g) and items (x) and (y), to the extent such amounts were included in the calculation of net income. For the purpose of calculating Consolidated EBITDA for any period, if during such period the Borrower or any Subsidiary shall have made an acquisition or a disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition or disposition, as the case may be, occurred on the first day of such period.

     “ Consolidated Net Worth ” means at any date the consolidated shareholders’ equity of the Borrower and its Consolidated Subsidiaries which would be reported on the consolidated balance sheet of the Borrower as total shareholders’ equity, determined as of such date.

     “ Consolidated Subsidiary ” means at any date any Subsidiary or other entity the accounts of which would be consolidated with the Borrower in its consolidated financial statements if such statements were prepared as of such date.

     “ Credit Exposure ” means, with respect to any Lender at any time, the sum of the aggregate principal amount of its Loans at such time.

     “ Debt ” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, including any repurchase obligation or liability of such Person with respect to assets or receivables sold by such Person, (iii) all obligations of such Person to pay the deferred purchase price of property, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance, bank guarantee or similar instrument which remain unpaid for two Business Days, (vi) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person provided that the amount of such Debt which is not otherwise an obligation of such Person shall be deemed to be the fair market value of such asset, and (vii) all Debt of others guaranteed by such Person.

     “ Default ” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

     “ Defaulting Lender ” means, at any time, a Lender as to which the Administrative Agent has notified the Borrower that (i) such Lender has failed for three or more business days to comply with its obligations under this Agreement to continue a Euro-Dollar Borrowing or to convert a Base Rate Borrowing to a Euro-Dollar Borrowing (each a “ funding obligation ”), (ii) such Lender has notified the Administrative Agent, or has stated publicly, that it will not comply with any such funding obligation hereunder, (iii) such Lender has, for three or more business days, failed to confirm in writing to the Administrative Agent, in response to a written request of

the Administrative Agent, that it will comply with its funding obligations hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing with respect to such Lender. Any determination that a Lender is a Defaulting Lender under clauses (i) through (iv) above for purposes of Section 9.07 will be made by the Administrative Agent in its sole discretion acting in good faith. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

     “ Derivatives Obligations ” of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

      “Documentation Agent” means Northern Trust Company, in its capacity as documentation agent in respect of this Agreement.

     “ Dollars ” or “ $ ” means lawful currency of the United States.

     “ Domestic Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

     “ Domestic Lending Office ” means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.

     “ Effective Date ” means the date this Agreement becomes effective in accordance with Section 3.01.

     “ Eligible Institution ” means any commercial bank having total assets in excess of $3,000,000,000 (or the equivalent amount in the local currency of such bank) as determined by the Administrative Agent based on its most recent publicly available financial statements of such bank.

     “ Environmental Laws ” means any and all applicable federal, state and local statutes, regulations, ordinances, rules, administrative orders, consent decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, hazardous substances, or hazardous wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances, or hazardous wastes.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

     “ ERISA Group ” means the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that, together with the Borrower, are treated as a single employer under Section 4001(a)(14) of ERISA.

     “ Euro-Dollar Business Day ” means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London.

     “ Euro-Dollar Lending Office ” means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Lender as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

     “ Euro-Dollar Loan ” means any Loan in respect of which interest is to be computed on the basis of a Euro-Dollar Rate.

     “ Euro-Dollar Margin ” means the percentage determined in accordance with the Pricing Schedule.

     “ Euro-Dollar Rate ” means a rate of interest determined pursuant to Section 2.05(b) on the basis of an London Interbank Offered Rate.

     “ Event of Default ” has the meaning set forth in Section 6.01.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Existing Agreement ” means that certain Second Amended and Restated Credit Agreement dated as of October 24, 2008 among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto.

     “ Federal Funds Rate ” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

     “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

     “ Interest Period ” means:

     (1) with respect to each Euro-Dollar Loan, the period commencing on the date of borrowing specified in the applicable Notice of Interest Rate Election and ending one, two, three or six months thereafter, as the Borrower may elect in the applicable notice; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; and

     (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to the further proviso below, end on the last Euro-Dollar Business Day of a calendar month;

provided further that any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date.

     “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended, or any successor statute.

     “ Investment ” means any investment in any Person, whether by means of share purchase, capital contribution, loan, guarantee, time deposit or otherwise (but not including any demand deposit).

     “ Lender ” means (i) each Person listed as a Lender on the signature pages hereof, (ii) each Additional Lender or Assignee that becomes a Lender pursuant to either Section 2.11 or Section 9.08(c), and (iii) their respective successors.

     “ Lender Insolvency Event ” means that (i) a Lender or its Parent is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent, or such Lender or its Parent has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

     “ Leverage Ratio ” means, at any date, the ratio of (a) Consolidated Debt at such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period.

     “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind. For the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

     “ Loan ” and “ Loans ” mean a loan made by a Lender pursuant to Section 2.01; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term Loan shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

     “ London Interbank Offered Rate ” has the meaning set forth in Section 2.05(b).

     “ Material Adverse Effect ” means a material adverse effect on (a) the ability of the Borrower to perform its obligations under this Agreement or any of the Notes, (b) the validity or enforceability of this Agreement or any of the Notes, (c) the rights and remedies of any Lender or the Administrative Agent under this Agreement or any of the Notes, or (d) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith.

     “ Material Debt ” means Debt (other than the Loans) of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal or face amount exceeding $50,000,000.

     “ Material Financial Obligations ” means a principal or face amount of Debt and/or payment or collateralization obligations in respect of Derivatives Obligations of the Borrower and/or one or more of its Restricted Subsidiaries, arising in one or more related or unrelated transactions, exceeding in the aggregate $50,000,000.

     “ Material Plan ” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $50,000,000.

     “ Multiemployer Plan ” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions.

     “ Notes ” means promissory notes of the Borrower, evidencing the obligation of the Borrower to repay the Loans, and “ Note ” means any one of such promissory notes issued hereunder.

     “ Notice of Interest Rate Election ” has the meaning set forth in Section 2.08.

     “ Officer’s Certificate ” means a certificate signed by an officer of the Borrower.

     “ Other Taxes ” has the meaning set forth in Section 8.04.

     “ Parent ” means, with respect to any Lender, any Person controlling such Lender.

     “ Participant ” has the meaning set forth in Section 9.08(b).

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “ Person ” means any individual, firm, company, corporation, joint venture, joint-stock company, limited liability company or partnership, trust, unincorporated organization, government or state entity, or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing.

     “ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group.

     “ Pricing Schedule ” means the Schedule attached hereto identified as such.

     “ Prime Rate ” means the rate of interest publicly announced by SunTrust Bank in Atlanta, Georgia from time to time as its Prime Rate.

     “ Principal Property ” means, at any time, any manufacturing facility that is located in the United States, is owned by the Borrower or any of its Subsidiaries, and has a book value, net of any depreciation or amortization, pursuant to the then most recently delivered financial statements, in excess of 2.5% of the consolidated total assets of the Borrower and its Consolidated Subsidiaries, taken as a whole.

     “ Quarterly Date ” means the last day of March, June, September and December in each year, commencing June 30, 2009.

     “ Reference Banks ” means the principal offices of Bank of America, N.A., and SunTrust Bank.

     “ Reference Bank ” means any one of such Reference Banks.

     “ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

     “ Required Lenders ” means at any time Lenders with more than 50% of the aggregate amount of the Credit Exposures at such time provided , however , that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Credit Exposure shall be excluded for purposes of determining Required Lenders.

     “ Restricted Subsidiary ” means (x) any Significant Subsidiary, (y) any Subsidiary that has substantially all of its property located in the United States and that owns a Principal Property and (z) other Subsidiaries from time to time designated, by the Borrower by notice to the Administrative Agent, as Restricted Subsidiaries as necessary such that at all times, based on the most recent financial statements delivered pursuant hereto, at the end of any fiscal quarter the book value of the aggregate total assets, net of depreciation and amortization and after intercompany eliminations, of the Borrower and all of its Restricted Subsidiaries is not less than 85% of the consolidated total assets, net of depreciation and amortization and after intercompany eliminations, of the Borrower and its Consolidated Subsidiaries, taken as a whole.

     “ Retiring Lender ” has the meaning set forth in Section 9.01(a).

     “ Significant Subsidiary ” means a Subsidiary with a book value of total assets, net of depreciation and amortization and after intercompany eliminations, equal to or greater than 5% of the consolidated total assets of the Borrower and its Consolidated Subsidiaries, taken as a whole.

     “ Subsidiary ” means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person; unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

     “ Syndication Agent ” means B ranch Banking & Trust Company, in its capacity as syndication agent in respect of this Agreement.

     “ Taxes ” has the meaning set forth in Section 8.04.

     “ Temporary Cash Investment ” means any Investment in (i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, (ii) commercial paper rated at least A-1 by Standard & Poor’s (a division of The McGraw-Hill Companies, Inc.) and P-1 by Moody’s Investors Service, Inc., (iii) time deposits with, including certificates of deposit issued by, any office located in the United States of any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $1,000,000,000, (iv) obligations of a municipality or its agency that are supported by a letter of credit from an office of a bank or trust company meeting the criteria set forth in clause (iii) above provided the holder of such obligations may compel the repurchase or resale of such obligations within a one month period or (v) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above, provided in each case that such Investment matures within one year from the date of acquisition thereof by the Borrower or a Subsidiary.

     “ Termination Date ” means June 6, 2012.

     “ Total Commitments ” means, at the time for any determination thereof, the aggregate of the Commitments of the Lenders.

     “ Total Exposure ” means, at any time, the aggregate principal amount of all Loans outstanding at such time.

     “ Transferee ” has the meaning set forth in Section 9.08(e).

     “ United States ” means the United States of America, including the States and the District of Columbia, but excluding the Commonwealths, territories and possessions of the United States.

     “ Unfunded Liabilities ” means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or an appointed trustee under Title IV of ERISA.

     Section 1.02. Accounting Terms and Determinations. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant contained in Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of

this proviso shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any such covenant for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles is adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

     Section 1.03. Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Lenders to be made to the Borrower pursuant to Article 2 on the same date, all of which Loans are of the same type (subject to Article 8) and, except in the case of Base Rate Loans, have the same initial Interest Period. Borrowings are classified for purposes of this Agreement by reference to the pricing of Loans comprising such Borrowing ( e.g. , a “ Euro-Dollar Borrowing ” is a Borrowing comprised of Euro-Dollar Loans).

ARTICLE 2
The Loans

     Section 2.01. Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan (each, a “ Loan ”) to the Borrower on the Effective Date in a principal amount equal to the Commitment of such Lender; provided , that if for any reason the full amount of such Lender’s Commitment is not fully drawn on the Effective Date, the undrawn portion thereof shall automatically be cancelled. The Loans may be, from time to time, Base Rate Loans or Euro-Dollar Loans or a combination thereof. The aggregate principal amount of each Euro-Dollar Loan shall be not less than $1,000,000 or a larger multiple of $50,000, and the aggregate principal amount of each Base Rate Loan shall not be less than $100,000 or a larger multiple of $50,000. At no time shall the total number of Euro-Dollar Loans outstanding at any time exceed six (6). The execution and delivery of this Agreement by the Borrower and the satisfaction of all conditions precedent pursuant to Section 3.01 shall be deemed to constitute the Borrower’s request to borrow the Loans on the Effective Date. Loans, once repaid, may not be reborrowed.

     Section 2.02. Funding of Loans.

     (a) Each Lender will make its Loan available on the Effective Date by wire transfer in immediately available funds by 2:00 p.m. (New York, New York time) to the Administrative Agent at its address referred to in Section 9.02. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of business on such proposed date, to an account maintained by the Borrower with the Administrative Agent or at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent.

     (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section and the Administrative Agent may, in

reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such share available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.

     (c) The failure of any Lender to make a Loan required to be made by it as part of any Borrowing hereunder shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the Borrowing.

     Section 2.03. Registry; Notes.

     (a) The Administrative Agent shall maintain a register (the “ Register ”) on which it will record the Loan made by each Lender and each repayment of any Loan made by such Lender. Any such recordation by the Administrative Agent on the Register shall be presumptively correct, absent manifest error. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations hereunder.

     (b) The Borrower hereby agrees that, promptly upon the request of any Lender at any time, the Borrower shall deliver to such Lender a single Note, in a form reasonably acceptable to the Administrative Agent, duly executed by the Borrower and payable to the order of such Lender and representing the obligation of the Borrower to pay the unpaid principal amount of all Loans made to the Borrower by such Lender, with interest as provided herein on the unpaid principal amount from time to time outstanding.

     (c) Each Lender shall record the date, amount and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and each Lender receiving a Note pursuant to this Section, if such Lender so elects in connection with any transfer or enforcement of any Note, may endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that neither the failure of such Lender to make any such recordation or endorsement nor any error therein shall affect the obligations of the Borrower hereunder or under the Notes. Such Lender is hereby irrevocably authorized by the Borrower so to endorse any Note and to attach to and make a part of any Note a continuation of any such schedule as and when required .

     Section 2.04. Maturity of Loans. The Borrower unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Loan of such Lender in installments payable on the dates set forth below, with each such installment being in the aggregate principal amount for all Lenders set forth opposite such date below (and on such other date(s) and in such other amounts as may be required from time to time pursuant to this Agreement):

provided , that, to the extent not previously paid, the aggregate unpaid principal balance of the Loans shall be due and payable on the Termination Date.

     Section 2.05. Interest Rates.

     (a) Each Base Rate Borrowing shall bear interest on the outstanding principal amount thereof, for each day from the date such Borrowing is made until it becomes due, at a rate per annum equal to the sum of the Base Rate Margin for such day plus the Base Rate for such day. Such interest, including with respect to the principal amount of any Base Rate Borrowing converted to a Euro-Dollar Borrowing, shall be payable at maturity, quarterly in arrears on each Quarterly Date prior to maturity. Any overdue principal of or interest on any Base Rate Borrowing shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate Borrowings for such day.

     (b) Each Euro-Dollar Borrowing shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof.

     The “ London Interbank Offered Rate ” applicable to any Interest Period means the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page) providing rate quotations comparable to those currently provided on such page of such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 A.M., London time, two Euro-Dollar Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “London Interbank Offered Rate” for such Interest Period shall be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the respective rates per annum at which deposits in dollars are offered by each of the Reference Banks in the London interbank market at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Dollar Loan of such Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period.

     (c) Any overdue principal of or interest on any Euro-Dollar Borrowing shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such day plus the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three Euro-Dollar Business Days, then for such other period of time not longer than three months as the Administrative Agent may select) deposits in dollars in an amount approximately equal to such overdue payment due to each of the Reference Banks are offered by such Reference Bank in the London interbank market for the applicable period determined as provided above and (ii) the sum of 2% plus the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such Loan at the date such payment was due.

     (d) The Administrative Agent shall determine each interest rate applicable to the Borrowings hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

     (e) Each Reference Bank agrees to use its best efforts to furnish quotations to the Administrative Agent as contemplated by this Section. If any Reference Bank does not furnish a timely quotation, the Administrative Agent shall determine the relevant interest rate on the basis of the quotation or quotations furnished by the remaining Reference Bank or Banks or, if none of such quotations is available on a timely basis, the provisions of Error! Reference source not found. shall apply.

     Section 2.06. Optional Prepayments.

     (a) Subject in the case of any Euro-Dollar Borrowing to Section 2.09, the Borrower may, upon notice to the Administrative Agent not later than 11:30 A.M. (New York City time) on the date of such prepayment, prepay any Base Rate Borrowing (or upon at least three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Borrowings), in each case in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each prepayment of a Borrowing shall be applied to the Euro-Dollar Loans and Base-Rate Loans comprising such Borrowing as the Borrower may select in its notice of prepayment, and to principal installments in order of maturity.

     (b) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

     Section 2.07. General Provisions as to Payments.

     (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 2:00 P.M. (New York City time) on the date when due, in funds immediately available in New York City, to the Administrative Agent at its address

referred to in Section 9.02. If a Fed-Wire reference or tracer number has been received, from the Borrower or otherwise, by the Administrative Agent by that time the Borrower will not be penalized for a payment received after 2:00 P.M. (New York City time). The Administrative Agent will promptly distribute to each Lender its ratable share of each such payment received by the Administrative Agent for the account of the Lenders. Whenever any payment of principal of, or interest on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

     (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

     Section 2.08. Method of Electing Interest Rates.

     (a) The Borrower may from time to time elect to change or continue the type of interest rate borne by the Borrowings (subject in each case to the provisions of Article 8 and the last sentence of this subsection(a)), as follows:

     (i) if such Borrowings are Base Rate Borrowings, the Borrower may elect to convert such Borrowings to Euro-Dollar Borrowings as of any Euro-Dollar Business Day and

     (ii) if such Borrowings are Euro-Dollar Loans, the Borrower may elect to convert such Borrowings to Base Rate Borrowings or elect to continue such Borrowings as Euro-Dollar Borrowings for an additional Interest Period, subject to Section 2.09 in the case of any such conversion or continuation effective on any day other than the last day of the then current Interest Period applicable to such Borrowings.

     Each such election shall be made by delivering a notice (a “ Notice of Interest Rate Election ”) to the Administrative Agent not later than 12:00 noon. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Loans; provided that the portion to which such

Notice applies, and the remaining portion to which it does not apply, are each $5,000,000 or any larger multiple of $1,000,000. If no such notice is timely received prior to the end of an Interest Period, the Borrower shall be deemed to have elected that all Borrowings having such Interest Period be converted to Base Rate Borrowings at the end of such Interest Period.

     (b) Each Notice of Interest Rate Election shall specify:

     (i) the Borrowings to which such notice applies;

     (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above;

     (iii) if the Borrowings are to be converted, the new type of Borrowing and, if the Borrowings being converted are to be Euro-Dollar Borrowings, the duration of the next succeeding Interest Period applicable thereto; and

     (iv) if such Borrowings are to be continued as Euro-Dollar Borrowings for an additional Interest Period, the duration of such additional Interest Period.

     Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.

     (c) Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.

     Section 2.09. Funding Losses. If the Borrower makes any payment of principal with respect to any Euro-Dollar Borrowing or any Euro-Dollar Borrowing is converted (pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day of an Interest Period applicable thereto, or the last day of an applicable period pursuant to Section 2.05(c), or if the Borrower fails to prepay, convert or continue any Euro-Dollar Loans after notice has been given to any Lender in accordance with Section 2.05 or 2.06 the Borrower shall reimburse each Lender within 30 days after demand for any resulting loss or expense incurred by it, including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or conversion or failure to borrow, prepay, convert or continue, provided that such Lender shall have delivered to the Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error.

     Section 2.10. Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

     Section 2.11. Increased Commitments; Additional Lenders.

     (a) Subsequent to the Effective Date and provided that no Default or Event of Default has occurred and is continuing, the Borrower may, upon at least 30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Commitments up to $200,000,000 (the amount of any such increase, the “ Increased Commitments ”). Such notice shall specify the amortization, if any, maturity, and pricing to be applicable to the loans funded under the Increased Commitments (the “ Increased Loans ”) and the other terms and conditions relevant thereto. Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount of not less than $5,000,000.

     (b) If any Lender party to this Agreement shall not elect to increase its Commitment pursuant to subsection (a) of this Section or shall elect to increase its Commitment but shall not increase its Commitment by the full amount of its pro rata share of the Increased Commitments, the Borrower may designate another bank or other banks (which may be, but need not be, one or more of the existing Lenders) which at the time agree to (i) in the case of any such bank that is an existing Lender, increase its Commitment and (ii) in the case of any other such bank (an “ Additional Lender ”), become a party to this Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments.

     (c) The terms and provisions of the Increased Loans and Increased Commitments shall be identical to the Loans and the Commitments, except as otherwise set forth herein or in the amendment to this Agreement implementing the Increased Commitments (the “ Increased Amendment ”). In any event (i) the weighted average life to maturity of all Increased Loans shall be no shorter than the weighted average life to maturity of the Loans, (ii) the applicable maturity date of the Incremental Loans shall be no shorter than the Termination Date, and (iii) the rate of interest applicable to the Increased Loans shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Loans unless the interest rate with respect to the Loans is increased so as to be not less than 25 basis points less than the interest rate applicable to the Increased Loans . Each Increased Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other loan documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.11.

     (d) An increase in the aggregate amount of the Commitments pursuant to this Section 2.11 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request.

ARTICLE 3

     Section 3.01. Effectiveness. This Agreement shall become effective as of the date hereof, subject to receipt by the Administrative Agent of:

          (a) The Administrative Agent shall have received all fees described in that certain Fee Letter, dated as of March 17, 2009 and other amounts due and payable on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder and under any agreement with the Administrative Agent or SunTrust Robinson Humphrey, Inc., as Lead Arranger.

          (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent:

          (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;

          (ii) a certificate of the Secretary or Assistant Secretary of the Borrower, in a form acceptable to Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Agreement and other related documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing this Agreement and other related to which it is a party;

          (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation;

          (iv) favorable written opinions of Sutherland Asbill & Brennan LLP and Robinson, Bradshaw & Hinson, P.A., counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, this Agreement and related documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;

          (v) a certificate, in a form acceptable to the Administrative Agent, dated the Effective Date, certifying that after giving effect to the funding of the Loans, (x) no Default or Event of Default exists, (y) all representations and warranties of the Borrower set forth in this Agreement are true and correct and (z) since the date of the

financial statements of the Borrower described in Section 4.04, there shall have been no change which has had or could reasonably be expected to have a