AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of August 11, 1999 among
MARTIN MARIETTA MATERIALS, INC. (the "Borrower"), the BANKS listed on the signature pages hereof
(the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H:
WHEREAS, certain of the parties hereto have heretofore entered into a Revolving Credit Agreement dated as of
December 3, 1998 (the "Agreement");
WHEREAS, at the date hereof, there are no Loans outstanding under the Agreement; and
WHEREAS, the parties hereto desire to make the amendments specified below and to restate the Agreement in
its entirety to read as set forth in the Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References.
(a) Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder," "herein" and
"hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby.
(b) The following definitions are added to Section 1.01 of the Agreement, in appropriate alphabetical order:
"YEAR 2000 COMPLIANT" means the ability to perform properly date-sensitive functions for all dates before
and from and after January 1, 2000.
"YEAR 2000 PROBLEM" means the risk that computer applications used by the Borrower, its Subsidiaries, or
the suppliers and vendors of the Borrower and
its Subsidiaries may be unable to recognize and perform properly date sensitive functions involving certain dates
prior to and any date after December 31, 1999.
SECTION 2. Extension of Facility. The date "December 2, 1999" in the definition of "Termination Date" in
Section 1.01 of the A