AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of August 9, 2000 to the Revolving Credit Agreement dated as of January 29, 1997
(as heretofore amended, the "CREDIT AGREEMENT") among MARTIN MARIETTA MATERIALS, INC.
(the "BORROWER"), the BANKS party thereto (the "BANKS") and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which
is defined in the Credit Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment
becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. Updated Representations. (a) Each reference to "1995" in
Section 4.04(a) of the Agreement is replaced with "1999."
(b) Each reference to "September 30, 1996" in Section 4.04(b) and
Section 4.04(c) of the Agreement is replaced with "March 31, 2000."
(c) Each reference to "nine months" in Section 4.04(b) of the Agreement is replaced with "three months."
SECTION 3. Equity-hybrid Securities. The following definitions are added to Section 1.01 in appropriate
"EQUITY PURCHASE" has the meaning in the definition of the term "Equity Hybrid Security."
"EQUITY HYBRID SECURITY" means a debt security (whether or not denominated as an equity hybrid
security), including guaranties issued in connection therewith, that is issued substantially concurrently with the sale
purchase contract requiring the buyer to purchase (the "EQUITY PURCHASE") from the Borrower equity
securities of the Borrower for a price equal to the amount