CASH MANAGEMENT AGREEMENT
CASH MANAGEMENT AGREEMENT, dated as of February 17, 1994, between MARTIN MARIETTA
MATERIALS, INC., a North Carolina corporation ("Materials"), and MARTIN MARIETTA
TECHNOLOGIES, INC., a Maryland corporation ("MMTI").
1. Definitions. The following terms, as used herein, shall have the following respective meanings:
"Advance" means any amount advanced by MMTI to Materials pursuant to Section 5(a) hereof.
"Bankruptcy Event" means, with respect to either party hereto, such party or any material Subsidiary thereof (i)
shall commence a voluntary case or other proceeding or an involuntary case or other proceeding shall be
commenced against it seeking liquidation, reorganization or other relief with respect to it or its debt under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or, in the case of
an involuntary case or other proceeding commenced against it, it shall consent to any such relief or to the
appointment of or taking possession by any such official, or it shall make a general assignment for the benefit of
creditors, or it shall fail generally to pay its debts as they become due, or it shall take any corporate action to
authorize any of the foregoing, or an order for relief shall be entered against it under the federal bankruptcy laws
as now or hereafter in effect; provided, however, that, any such involuntary case or proceeding shall not be a
Bankruptcy Event unless it shall remain undismissed and unstayed for a period of 60 days.
"Concentration Account" means the account established and maintained by Materials in accordance with Section
3(a) hereof at Morgan Guaranty Trust Company of New York or at such other bank that MMTI in its sole
discretion may from time to time designate, which account shall be, initially, Account No. 001-60-571 of
Materials at Morgan Guaranty Trust Co