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EXHIBIT 99.5
EXECUTION COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of December 3, 1998 to the Revolving Credit
Agreement dated as of January 29, 1997 (as amended as of October 16, 1998, 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 "AGENT").
WITNESSETH:
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. Amendment. The figure of "$100,000,000" in Section
5.11(f)(ii) is changed to "$150,000,000".
SECTION 3. Representations of Borrower. The Borrower hereby
represents and warrants that (i) the representations and warranties of the
Borrower set forth in Article 4 of the Credit Agreement will be true on and as
of the Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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SECTION, 6. Effectiveness. This Amendment shall become effective
as of the date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the
Agent shall have received from each of the Borrower and the Required Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
MARTIN MARIETTA MATERIALS, INC.
By:
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Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By:
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Name:
Title:
FIRST UNION NATIONAL BANK
By:
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Name:
Title:
WACHOVIA BANK, N.A.
By:
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Name:
Title:
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BANK OF MONTREAL
By:
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Name:
Title:
NATIONSBANK, N.A.
By:
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Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH
By:
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Name:
Title: