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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)--JUNE 21, 1996
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LOCKHEED MARTIN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 1-11437 52-1893632
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
6801 ROCKLEDGE DRIVE,
BETHESDA, MARYLAND
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
20817
(ZIP CODE)
(301) 897-6000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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NOT APPLICABLE
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
This Current Report on Form 8-K is being filed in connection with the
offer and sale by Lockheed Martin Corporation, a Maryland corporation (the
"Corporation"), of $500,000,000 aggregate principal amount of its 6.625% Notes
Due 1998, $550,000,000 aggregate principal amount of its 7.45% Notes Due 2001,
and $450,000,000 aggregate principal amount of its 7.70% Notes Due 2008, (the
"Offered Debt Securities"). The due and punctual payment of the principal and
interest on the Offered Debt Securities is fully and unconditionally guaranteed
by Lockheed Martin Tactical Systems, Inc., a New York corporation ("Tactical
Systems") and wholly owned subsidiary of the Corporation. The Offered Debt
Securities and the related guarantees of Tactical Systems are being offered and
sold under an existing Registration Statement on Form S-3 (Reg. No. 333-01939)
covering up to $5,000,000,000 in Debt Securities of the Corporation and related
guarantees of Tactical Systems.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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1(a) Underwriting Agreement dated June 21, 1996.
1(b) Pricing Agreement dated June 21, 1996.
4(a) Form of 6.625% Note due 1998.
4(b) Form of 7.45% Note due 2004.
4(c) Form of 7.70% Note due 2008.
5(a) Opinion of Miles & Stockbridge, a Professional Corporation.
5(b) Opinion of William J. LaSalle.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Lockheed Martin Corporation
/s/ Stephen M. Piper
_____________________________________
Stephen M. Piper
Assistant General Counsel
June 25, 1996
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
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1(a) Underwriting Agreement dated June 21, 1996.
1(b) Pricing Agreement dated June 21, 1996.
4(a) Form of 6.625% Note due 1998.
4(b) Form of 7.45% Note due 2004.
4(c) Form of 7.70% Note due 2008.
5(a) Opinion of Miles & Stockbridge, a Professional Corporation.
5(b) Opinion of William J. LaSalle.
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Exhibit 1(a)
LOCKHEED MARTIN CORPORATION
GUARANTEED DEBT SECURITIES
PAYMENTS ON THE GUARANTEED DEBT
SECURITIES ARE GUARANTEED BY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
Underwriting Agreement
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June 21, 1996
To the several Underwriters
named in the respective Pricing
Agreement hereinafter described
Dear Sirs:
From time to time Lockheed Martin Corporation, a Maryland corporation
(the "Corporation"), and Lockheed Martin Tactical Systems, Inc., a New York
corporation (the "Guarantor"), propose to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, the Corporation proposes to
issue and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein) certain of its debt
securities (the "Securities") specified in Schedule II to such Pricing Agreement
(with respect to such Pricing Agreement, the "Designated Securities"), which
Securities shall be fully and unconditionally guaranteed by the Guarantor (the
"Guarantees").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Designated Securities, for whom the firms
designated as representatives of the Underwriters of such Designated Securities
in the Pricing Agreement relating thereto will act as representatives (the
"Represen tatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative. The obligation of
the Corporation to issue and
sell any of the Securities, the obligation of the Guarantor to provide the
Guarantees and the obligation of any of the Underwriters to purchase any of the
Securities shall be further evidenced by the Pricing Agreement with respect to
the Designated Securities specified therein. Each Pricing Agreement shall
specify the aggregate principal amount of such Designated Securities, the
initial public offering price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the names of the Underwriters
of such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Corporation and the Guarantor represent and warrant to, and agree
with, each Underwriter that:
(a) The Corporation meets the requirements for the use of Form S-3
under the Securities Act of 1933, as amended, and the rules and regulations
adopted thereunder (respectively, the "Securities Act" and the "Rules"), and the
Staff of the Securities and Exchange Commission (the "Commission") has concurred
in the Guarantor's request that the Guarantor be entitled to use Form S-3. The
Corporation and the Guarantor have carefully prepared and filed with the
Commission a registration statement or registration statements on Form S-3 (the
file number or numbers of which is or are set forth in Schedule II to the
Pricing Agreement relating to the applicable Designated Securities), which has
become effective, for the registration under the Securities Act of the
Securities and the Guarantees. Such registration statement or registration
statements, as amended at the date of this Agreement, meet or meets, as the case
may be, the requirements set forth in Rule 415(a)(1)(x) under the Securities Act
and complies in all other material respects with such Rule. The Corporation and
the Guarantor propose to file with the Commission pursuant to Rule 424 under the
Securities Act ("Rule 424") a supplement to the form of prospectus included in
such registration statement relating to such Designated Securities and the plan
of distribution thereof and have previously advised you of all further
information (financial and other) with respect to the Corporation and the
Guarantor to be set forth therein. The registration statement as amended at the
date of this Agreement, including the exhibits thereto and all documents
incorporated therein by reference pursuant to Item 12 of Form S-3 (the
"Incorporated Documents"), is hereinafter referred to as the
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"Registration Statement," and the prospectus as then amended in relation to the
applicable Designated Securities, including the Incorporated Documents, is
hereinafter referred to as the "Basic Prospectus"; and such supplemented form of
prospectus, in the form in which it shall be filed with the Commission pursuant
to Rule 424 (including the Basic Prospectus as so supplemented) is hereinafter
called the "Final Prospectus." Any preliminary form of the Final Prospectus
which has heretofore been filed pursuant to Rule 424 or included in the
Registration Statement is hereinafter called an "Interim Prospectus." If the
Corporation and the Guarantor have filed an abbreviated registration statement
to register additional Designated Securities pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
hereunder to the term "Registration Statement" also shall be deemed to include
such Rule 462 Registration Statement. Any reference herein to the Registration
Statement, the Basic Prospectus, any Interim Prospectus or the Final Prospectus
shall be deemed to refer to and include the Incorporated Documents which were
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or before the date of this Agreement, the date of the Pricing
Agreement relating to such Designated Securities or the issue date of the Basic
Prospectus, any Interim Prospectus or the Final Prospectus, as the case may be;
and any reference herein to the terms "amend," "amendment," or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any Interim
Prospectus or the Final Prospectus shall be deemed to refer to and include the
filing of any Incorporated Documents under the Exchange Act after the date of
this Agreement, the date of the Pricing Agreement relating to such Designated
Securities or the issue date of the Basic Prospectus, any Interim Prospectus or
the Final Prospectus, as the case may be.
(b) The Commission has not issued an order preventing or suspending
the use of the Basic Prospectus or any Interim Prospectus.
(c) The Basic Prospectus and any Interim Prospectus have complied in
all material respects with the requirements of the Securities Act and of the
Rules and, as of their respective dates, did not include any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein not misleading.
(d) As of the date hereof, when the Final Prospectus is first filed
with the Commission pursuant to Rule 424, when, before the Time of Delivery (as
hereinafter defined) for any Designated Securities, any amendment to the
Registration Statement becomes effective, when, before such Time of Delivery,
any document incorporated by reference in the Registration Statement is filed
with the Commission, when any supplement to the Final Prospectus is filed with
the Commission and at such Time of Delivery, the Registration Statement, the
Final Prospectus and any such amendment or supplement will comply in all
material respects with the requirements of the Securities Act and the Rules, the
Incorporated
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Documents will comply in all material respects with the requirements of the
Securities Act or the Exchange Act, as the case may be, and the rules and
regulations adopted by the Commission thereunder, and no part of the
Registration Statement, the Final Prospectus or any such amendment or supplement
will include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; except that this representation and warranty does not apply to
(i) statements or omissions in the Registration Statement or Final Prospectus
(or in amendments or supplements thereto) made in reliance upon information
furnished in writing to the Corporation or the Guarantor by the Representatives
on behalf of any Underwriter of such Designated Securities expressly for use
therein or (ii) that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification of the Trustee under the Trust
Indenture Act of 1939 on Form T-1, except statements or omissions in such
statement made in reliance upon information furnished in writing to the Trustee
by or on behalf of the Corporation or the Guarantor for use therein.
(e) The certificates delivered pursuant to paragraph (e) of Section 5
hereof and all other documents delivered by the Corporation or the Guarantor or
any of their representatives in connection with the issuance and sale of the
applicable Designated Securities were on the dates on which they were delivered,
or will be on the dates on which they are to be delivered, in all material
respects true and complete.
(f) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by the Corporation
or the Guarantor of the transactions contemplated by this Agreement or the
Pricing Agreement relating to the applicable Designated Securities, except those
which have been obtained or which may be required under the Securities Act and
such qualifications as may be required under state laws in connection with the
purchase and distribution of such Designated Securities by the Underwriters, and
consummation of such transactions will not result in the material breach of any
terms of, or constitute a material default under, any other material agreement
or undertaking of the Corporation or the Guarantor.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Final Prospectus as amended or supplemented. The Corporation and the Guarantor
hereby confirm that the Underwriters of any Designated Securities have been
authorized to distribute any Interim Prospectus and are authorized to distribute
the Final Prospectus, each in such form as shall be provided to the Underwriters
by the Corporation and the Guarantor (as they may be amended or supplemented
from time to time if the Corporation and the Guarantor furnish amendments or
supplements thereto to such Underwriters).
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4. Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior notice
to the Corporation, shall be delivered by or on behalf of the Corporation and
the Guarantor to the Representatives for the account of such Underwriter,
against payment by such Underwriter or on its behalf of the purchase price
therefor by certified or official bank check or checks or wire transfer payable
in immediately available, same-day funds or any other method specified in the
Pricing Agreement, payable to the order of the Corporation in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Corporation may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities.
5. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and statements of officers of the Corporation and
the Guarantor made pursuant to the provisions hereof are, at and as of the Time
of Delivery for such Designated Securities, true and correct, the condition that
the Corporation shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) The Final Prospectus shall have been filed
or mailed for filing with the Commission in accordance with Rule 424(b).
(b) No order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall be in effect and no proceedings
for such purpose shall be pending before or threatened by the Commission and any
requests for additional information on the part of the Commission (to be
included in the Registration Statement or the Final Prospectus) shall have been
complied with to the reasonable satisfaction of the Representatives.
(c) Since the respective dates as of which information is given in the
Registration Statement and the Final Prospectus, other than in connection with
the transactions contemplated by or discussed under the heading "Recent
Developments" in the Final Prospectus, in the Current Report on Form 8-K of the
Corporation filed with the Commission on May 2, 1996 (as amended by the Current
Report on Form 8-K/A of the Corporation filed with the Commission on May 8,
1996), in the Current Report on Form 8-K of the Corporation filed with the
Commission on May 20, 1996, or in the Current Report on Form 8-K of the
Corporation filed with the Commission on June 18, 1996, or in connection with
the adoption of new accounting standards, (i) there shall not have been any
material adverse change in the capital stock or long-term debt of
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the Corporation and its subsidiaries taken as a whole, (ii) there shall not have
been any material adverse change in the general affairs, management, financial
position or results of operations of the Corporation and its subsidiaries taken
as a whole, whether or not arising from transactions in the ordinary course of
business, in each case other than as included or incorporated in or contem
plated by the Final Prospectus and (iii) the Corporation and its subsidiaries
taken as a whole shall not have sustained any material loss or interference with
their business taken as a whole from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or any court or
legislative or other governmental action, order or decree that is not set forth
in the Final Prospectus if, in the judgment of the Representatives, any such
development referred to in clauses (i), (ii) or (iii) makes it impracticable or
inadvisable to proceed with the offering and delivery of such Designated
Securities as contemplated by the Registration Statement and the Final
Prospectus.
(d) The representations and warranties of the Corporation and the
Guarantor contained herein shall be true and correct as of the date hereof, on
and as of the date of the Pricing Agreement for such Designated Securities, as
of the date of the effectiveness of any amendment to the Registration Statement
filed before the Time of Delivery for such Designated Securities, as of the date
of the filing of any document incorporated by reference therein before the Time
of Delivery for such Designated Securities and at and as of the Time of Delivery
for such Designated Securities and the Corporation and the Guarantor shall have
performed all covenants and agreements herein contained to be performed on its
part at or prior to the Time of Delivery for such Designated Securities.
(e) The Representatives shall have received at the Time of Delivery
for such Designated Securities certificates, dated the date of the Time of
Delivery for such Designated Securities, of the chief executive officer or a
vice president and the principal financial or accounting officer or the
treasurer of the Corporation and the Guarantor, each of which shall certify that
(i) no order suspending the effectiveness of the Registration Statement or
prohibiting the sale of such Designated Securities has been issued and no
proceedings for such purpose are pending before or, to the knowledge of such
officers, threatened by the Commission and (ii) the representations and
warranties of the Corporation or the Guarantor, as the case may be, contained
herein are true and correct at and as of such Time of Delivery and the
Corporation has performed all covenants and agreements herein contained to be
performed on its part at or prior to such Time of Delivery.
(f) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities, the
independent accountants of the Corporation shall have furnished to the
Representatives a letter dated the date of the Pricing Agreement and a letter
dated such Time of Delivery, respectively, as to such matters as the
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Representatives may reasonably request and in form and substance satisfactory to
the Representatives.
(g) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities, the
independent accountants of Loral Corporation shall have furnished to the
Representatives a letter dated the date of the Pricing Agreement and a letter
dated such Time of Delivery, respectively, as to such matters as the
Representatives may reasonably request and in form and in substance satisfactory
to the Representatives.
(h) Counsel for the Corporation reasonably satisfactory to the
Representatives shall have furnished to the Representatives their written
opinion, dated the Time of Delivery for such Designated Securities, as to such
matters as the Representatives may reasonably request and in form and in
substance satisfactory to the Representatives.
(i) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for such
Designated Securities, with respect to the incorporation of the Guarantor, the
validity of the Indenture, such Designated Securities, the Registration
Statement, the Prospectus as amended or supplemented and other related matters
as the Representatives may reasonably request, and such counsel shall have been
given access to such papers and information as they may reasonably request to
enable them to pass upon such matters.
(j) Subsequent to the date of the Pricing Agreement related to such
Designated Securities, no downgrading by Moody's Investors Service, Inc.,
Standard & Poor's Corporation or Duff & Phelps shall have occurred in the rating
accorded to the debt securities of the Corporation that are guaranteed by the
Guarantor.
(k) Subsequent to the execution of the Pricing Agreement relating to
such Designated Securities, neither the Corporation nor the Guarantor shall have
filed an Incorporated Document under the Exchange Act unless a copy thereof
shall have first been submitted to the Representatives within a reasonable
period of time prior to the filing thereof and the Representatives shall not
have promptly and reasonably objected thereto in writing.
6. The Corporation and the Guarantor agree with each of the Underwriters
of any Designated Securities:
(a) To make no further amendment or any supplement to the Registration
Statement or the Basic Prospectus as amended or supplemented after the date of
the Pricing Agreement relating to such Designated Securities and prior to the
Time of Delivery for such Designated Securities which shall be reasonably
disapproved in writing by the Representatives for such Designated Securities
promptly after reasonable notice thereof; to file promptly all reports and any
definitive proxy or information statements required
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to be filed by the Corporation and the Guarantor with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and to advise the
Representatives promptly of any such amendment or supplement after such Time of
Delivery and furnish the Representatives with copies thereof for so long as the
delivery of a prospectus is required in connection with the offering or sale of
such Designated Securities, and during such same period to advise the
Representatives, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or become effective or
any supplement to the Basic Prospectus has been filed, or mailed for filing, of
the issuance by the Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the Securities, of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amendment or supplementing
of the Registration Statement or the Basic Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of any
such order preventing or suspending the use of any prospectus relating to the
Securities or suspending any such qualification, to promptly use all reasonable
efforts to obtain its withdrawal. The Corporation and the Guarantor promptly
will cause the Final Prospectus to be filed or mailed for filing with the
Commission in accordance with Rule 424(b).
(b) As soon as the Corporation or the Guarantor is advised thereof, to
advise the Representatives (i) when the Final Prospectus shall have been filed
with or mailed to the Commission for filing in accordance with Rule 424(b), (ii)
when any amendment to the Registration Statement relating to the Designated
Securities shall have become effective, (iii) of the initiation or threatening
by the Commission of any proceedings for the issuance of any order suspending
the effectiveness of the Registration Statement or the qualification of the
Indenture, (iv) of receipt by the Corporation or the Guarantor or any
representative of or attorney for the Corporation or the Guarantor of any other
communication from the Commission relating to the Corporation, the Guarantor,
the Registration Statement, the Basic Prospectus, any Interim Prospectus or the
Final Prospectus and (v) of the receipt by the Corporation or the Guarantor or
any representative of or attorney for the Corporation or the Guarantor of any
notification with respect to the suspension of the qualification of such
Designated Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Corporation and the
Guarantor each will make every reasonable effort to prevent the issuance of an
order suspending the effectiveness of the Registration Statement or the
qualification of the Indenture and if any such order is issued to obtain as soon
as possible the lifting thereof.
(c) To deliver to the Representatives, without charge, (i) a signed
copy of the Registration Statement and of any amendments thereto (including
conformed copies of all exhibits
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filed with, or incorporated by reference in, any such document), and (ii) as
many conformed copies of the Registration Statement and of any amendments
thereto which shall become effective on or before the Time of Delivery for such
Designated Securities (excluding exhibits) as the Representatives may reasonably
request.
(d) During such period as a prospectus is required by law to be
delivered by an Underwriter or dealer, to deliver, without charge to the
Representatives and to Underwriters and dealers, at such office or offices as
the Representatives may designate, as many copies of any Interim Prospectus and
the Final Prospectus as the Representatives may reasonably request.
(e) During the period in which copies of the Final Prospectus are to
be delivered as provided in paragraph (d) above, if any event occurs as a result
of which it shall be necessary to amend or supplement the Final Prospectus in
order to ensure that no part of the Final Prospectus contains an untrue
statement of a material fact or omits to state a material fact necessary to make
the statements therein, in light of the circumstances existing when the Final
Prospectus is to be delivered to a purchaser, not misleading, forthwith to
prepare, deliver to the Representatives, file with the Commission and deliver
without charge, to the Underwriters and to dealers (to the extent requested and
at the addresses furnished by the Representatives to the Corporation) to whom
such Designated Securities may have been sold by the Underwriters, and to other
dealers upon request, either amendments or supplements to the Final Prospectus
so that the statements in the Final Prospectus, as so amended or supplemented,
will comply with the standards set forth in this paragraph (e). Delivery by
Underwriters of any such amendments or supplements to the Final Prospectus shall
not constitute a waiver of any of the conditions set forth in Section 5 hereof.
(f) To make generally available to its security holders as soon as
practicable an earnings statement of the Corporation and its subsidiaries (which
need not be audited) complying with Section 11(a) of the Act and the Rules
thereunder (including, at the option of the Corporation, Rule 158).
(g) Promptly from time to time to take such action as the
Representatives may request in order to qualify such Designated Securities for
offer and sale under the securities or "blue sky" laws of such jurisdictions as
the Representatives may reasonably request; provided that in no event shall the
Corporation or the Guarantor be obligated to subject itself to taxation or to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action that would subject it to service of process in suits, other
than those arising out of the offering or sale of such Designated Securities, in
any jurisdiction where it is not now so subject.
(h) For a period of five years following the date of issuance of such
Designated Securities, to supply to the
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Representatives and to each other Underwriter who may so request in writing
copies of such financial statements and other periodic and special reports as
the Corporation or the Guarantor may from time to time distribute generally to
the holders of any class of its capital stock and to furnish to the
Representatives copies of each annual or other report it shall be required to
file with the Commission.
(i) During the period beginning from the date of the Pricing Agreement
for such Designated Securities and continuing to and including the earlier of
(i) the termination of trading restrictions for such Designated Securities, as
notified to the Corporation by the Representatives, or (ii) the Time of Delivery
for such Designated Securities, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Corporation or the Guarantor
that mature more than one year after such Time of Delivery and that are
substantially similar to such Designated Securities, without the prior written
consent of the Representatives.
(j) If the Final Prospectus states that such Designated Securities
will be listed on a stock exchange, to use its best efforts to cause such
Designated Securities to be listed on such stock exchange.
7. The Corporation and the Guarantor covenant and agree with each
Underwriter that the Corporation and the Guarantor will pay or cause to be paid
the following: (i) the fees, disbursements and expenses of their counsel and
accountants in connection with the registration of the Securities under the
Securities Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, the Basic Prospectus, any
Interim Prospectus and the Final Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky
and Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Securities; (iii) all expenses in
connection with the qualification of the Securities for offering and sale under
state securities laws as provided in Section 6(g) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the
Securities; (v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee in connection with any Indenture and the Securities;
(viii) the fee, if any, for listing the Securities on any national securities
exchange; and (ix) all other costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section. It is understood,
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however, that, except as provided in this Section, Section 8 and Section 12
hereof, the Underwriters will pay all of their own costs and expenses, including
the fees of their counsel, transfer taxes on resale of any of the Securities by
them, and any advertising expenses connected with any offers they may make.
8. (a) The Corporation and the Guarantor each agree to indemnify and
hold harmless each Underwriter against any and all losses, claims, damages and
liabilities, joint or several (including any reasonable investigation, legal and
other expenses incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claim asserted, provided that legal
expenses relate to counsel acceptable to the Corporation and the Guarantor), to
which they, or any of them, may become subject under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities arise
solely out of or are based solely upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the Basic
Prospectus, any Interim Prospectus or the Final Prospectus, or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as any such untrue statement or omission
or alleged untrue statement or omission was made in (i) the Registration
Statement, the Basic Prospectus, any Interim Prospectus or the Final Prospectus,
or such amendment or supplement, in reliance upon and in conformity with
information furnished in writing to the Corporation or the Guarantor by the
Representatives on behalf of any Underwriter of Designated Securities expressly
for use in the Registration Statement, the Basic Prospectus, the Interim
Prospectus or the Final Prospectus as amended or supplemented relating to such
Designated Securities or (ii) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification on Form T-1 of
any Trustee under the Trust Indenture Act, except statements or omissions in
such Statement made in reliance upon information furnished in writing to such
Trustee by or on behalf of the Corporation or the Guarantor for use therein;
provided, however, that such indemnity with respect to the Basic Prospectus or
any Interim Prospectus shall not inure to the benefit of any Underwriter of
Designated Securities (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased Designated
Securities that are the subject thereof if such person did not receive a copy of
the Final Prospectus (not including the Incorporated Documents) at or prior to
the confirmation of the sale of such Designated Securities to such person in any
case where such delivery is required by the Securities Act and the untrue
statement or omission of a material fact contained in the Basic Prospectus or
any Interim Prospectus was corrected in the Final Prospectus, unless such
failure to deliver the Final Prospectus was a result of noncompliance by the
Corporation and the Guarantor with Section 6(d) hereof.
-11-
(b) Each Underwriter of Designated Securities agrees to indemnify and
hold harmless the Corporation and the Guarantor to the same extent as the
foregoing indemnity from the Corporation and the Guarantor to each Underwriter,
but only insofar as such losses, claims, damages or liabilities arise solely out
of or are based upon any untrue statement or omission or alleged untrue
statement or omission that was made in the Registration Statement, the Basic
Prospectus, any Interim Prospectus or the Final Prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with information
furnished in writing to the Corporation or the Guarantor by the Representatives
on behalf of such Underwriter expressly for use in the Registration Statement,
the Basic Prospectus, any Interim Prospectus or the Final Prospectus as amended
or supplemented relating to such Designated Securities; provided, however, that
the obligation of each such Underwriter to indemnify the Corporation and the
Guarantor hereunder shall be limited to the total price at which the Designated
Securities purchased by such Underwriter hereunder were offered to the public.
(c) Any party that proposes to assert the right to be indemnified
under this Section 8 will, promptly after receipt of notice of commencement of
any action, suit or proceeding against any such party in respect of which a
claim is to be made against an indemnifying party under this Section 8, notify
each such indemnifying party of the commencement of such action, suit or
proceeding, enclosing a copy of all papers served, but the omission so to notify
such indemnifying party of any such action, suit or proceeding shall not relieve
it from any liability that it may have to any indemnified party otherwise than
under this Section 8 (it being understood that the omission so to notify such
indemnifying party shall relieve it from any liability it may have to any
indemnified party under this Section 8; provided, however, that timely notice
hereunder to the Representatives made pursuant to Section 13 hereof shall be
deemed timely notice to any Underwriter that is an indemnifying party). In case
any such action, suit or proceeding shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
such indemnifying party or parties shall be entitled to participate in, and, to
the extent that it or they shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying party or parties
to such indemnified party of its or their election so to assume the defense
thereof, the indemnifying party or parties shall not be liable to such
indemnified party for any legal or other expenses, other than reasonable costs
of investigation subsequently incurred by such indemnified party in connection
with the defense thereof. The indemnified party shall have the right to employ
its counsel in any such action, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the employment of counsel
by such indemnified party has been authorized by the indemnifying party or
parties, (ii) the indemnified party shall have reasonably concluded that there
may be a conflict of interest between the indemnifying party or parties and the
indemnified party
-12-
in the conduct of the defense of such action (in which case the indemnifying
party or parties shall not have the right to direct the defense of such action
on behalf of the indemnified party), or (iii) the indemnifying party or parties
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel shall be at the expense of
the indemnifying party or parties. In the event that the indemnified party
retains separate counsel pursuant to clauses (i), (ii), or (iii) of the previous
sentence, such counsel shall be reasonably acceptable to the indemnifying party.
Any indemnifying party shall not be liable for any settlement of any action or
claim effected without its written consent.
(d) If the indemnification provided for in this Section 8 is
unavailable to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein (other than because such indemnification,
by its terms, does not apply), then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Corporation and the Guarantor on the one hand and the Underwriters of the
Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or actions in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Corporation and the
Guarantor on the one hand and the Underwriters of the Designated Securities on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received
by the Corporation and the Guarantor on the one hand and such Underwriters on
the other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Corporation bear
to the total underwriting discounts and commissions received by such
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Corporation and the Guarantor on the one hand or
such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Corporation, the Guarantor and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for
-13-
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable Designated
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Securities
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations with respect to such Designated Securities
and not joint.
(e) The obligations of the Corporation and the Guarantor under this
Section 8 shall be in addition to any liability which the Corporation and the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Securities Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Corporation or the Guarantor and
to each person, if any, who controls the Corporation or the Guarantor within the
meaning of the Securities Act.
9. (a) If any Underwriter shall default in its obligation to
purchase the Designated Securities which it has agreed to purchase under the
Pricing Agreement relating to such Designated Securities, the Representatives
may in their discretion arrange for themselves or another party or other parties
to purchase such Designated Securities on the terms contained herein and in the
Pricing Agreement. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such
Designated Securities, then the Corporation shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to the Representatives to purchase such Designated
Securities on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Corporation that they have so arranged
for the purchase of such Designated Securities, or the Corporation notifies the
Representatives that it has so arranged for the purchase of such Designated
Securities, the Representatives or the Corporation shall have the right to
postpone the Time of
-14-
Delivery for such Designated Securities for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Final Prospectus as amended or supplemented, or in
any other documents or arrangements, and the Corporation agrees to file promptly
any amendments or supplements to the Registration Statement or the Final
Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section 9 with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Corporation as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-tenth of the aggregate principal amount of the
Designated Securities, then the Corporation shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Corporation as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-tenth of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Corporation shall
not exercise the right described in subsection (b) above to require non-
defaulting Underwriters to purchase Designated Securities of a defaulting
Underwriter or Underwriters, then the Pricing Agreement relating to such
Designated Securities shall thereupon terminate, without liability on the part
of any non-defaulting Underwriter or the Corporation, except for the expenses to
be borne by the Corporation and the Underwriters as provided in Section 7 hereof
and the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
10. Any Pricing Agreement may be terminated by the Repre sentatives
or by Underwriters who have agreed to purchase in the aggregate at least 50% of
the principal amount of the applicable Designated Securities by notifying the
Corporation at any time,
-15-
(a) prior to the earliest of (i) 11:00 a.m., New York time, on the day
following the date of the applicable Pricing Agreement, (ii) the time of
release by the Representatives for publication of the first newspaper
advertisement that is subsequently published with respect to such
Designated Securities or (iii) the time when such Designated Securities are
first generally offered by the Representatives to dealers by letter or
telegram;
(b) at or prior to the Time of Delivery for such Designated Securities
if, in the judgment of the Representa tives or in the judgment of such
Underwriters, as the case may be, payment for and delivery of such
Designated Securities is rendered impracticable or inadvisable because (i)
additional material governmental restrictions, not in force and effect on
the date hereof or on the date of such Pricing Agreement, shall have been
imposed upon trading in securities generally or minimum or maximum prices
shall have been generally established on the New York Stock Exchange, or
trading in securities generally shall have been suspended on such Exchange
or a general banking moratorium shall have been established by Federal or
New York authorities, (ii) any event shall have occurred or shall exist
which makes untrue or incorrect in any material respect any material
statement or information contained in the Registration Statement or the
Final Prospectus or which is not reflected in the Registration Statement or
the Final Prospectus but should be reflected therein in order to make the
statements or information contained therein not misleading in any material
respect or (iii) hostilities involving the United States or other national
calamity shall have occurred or shall have accelerated to such an extent
as, in the judgment of the Representatives, to affect adversely the
marketability of such Designated Securities; or
(c) at or prior to the Time of Delivery for such Designated
Securities, if any of the conditions specified in Section 5 hereof shall
not have been fulfilled when and as required by this Agreement.
If this Agreement is terminated pursuant to any of the provisions hereof,
the Corporation and the Guarantor shall not be under any liability (except as
otherwise provided herein) to any Underwriter and no Underwriter shall be under
any liability to the Corporation or the Guarantor, except that (a) if this
Agreement is terminated by the Representatives or the Underwriters because of
any failure or refusal on the part of the Corporation or the Guarantor to comply
with the terms or to fulfill any of the conditions of this Agreement, the
Corporation or the Guarantor, as the case may be, will reimburse the
Underwriters for all reasonable out-of-pocket expenses (including the fees and
disbursements of their counsel) incurred by them and (b) no Underwriter who
shall have failed or refused to purchase Designated Securities agreed to be
purchased by it hereunder, without some reason sufficient
-16-
hereunder to justify its cancellation or termination of its obligations
hereunder, shall be relieved of liability to the Corporation or the Guarantor or
to the other Underwriters for damages occasioned by its default.
11. The respective indemnities, agreements, representations, warranties
and other statements of the Corporation and the Guarantor and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any termination of this Agreement, any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or
any controlling person of any Underwriter, or the Corporation or the Guarantor,
or any officer or director or controlling person of the Corporation or the
Guarantor, and shall survive delivery of and payment for the Securities.
12. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, neither the Corporation nor the Guarantor shall then be under any
liability to any Underwriter with respect to the Designated Securities covered
by such Pricing Agreement except as provided in Section 7 and Section 8 hereof;
but, if for any other reason Designated Securities are not delivered by or on
behalf of the Corporation as provided herein, the Corporation and the Guarantor
will reimburse the Underwriters through the Representatives for all out-of-
pocket expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities,
but the Corporation and the Guarantor shall then be under no further liability
to any Underwriter with respect to such Designated Securities except as provided
in Section 7 and Section 8 hereof.
13. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be
in writing or by telegram if promptly confirmed in writing, and if to the
Underwriters shall be sufficient in all respects if delivered or sent by
registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Corporation or the Guarantor shall be
sufficient in all respects if delivered or sent by registered mail to the
address of the Corporation or the Guarantor set forth in the Registration
Statement; Attention: Vice President and General Counsel; provided, however,
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by registered mail to such Underwriter at its address set
forth in its Underwriters'
-17-
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Corporation by the Representatives upon request.
14. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Corporation and the
Guarantor and, to the extent provided in Section 8 and Section 11 hereof, the
officers and directors of the Corporation and the Guarantor and each person who
controls the Corporation or the Guarantor or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
15. Time shall be of the essence of each Pricing Agreement.
16. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York.
17. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return counterparts hereof.
Very truly yours,
LOCKHEED MARTIN CORPORATION
By:/s/ WALTER E. SKOWRONSKI
----------------------------
Walter E. Skowronski
Vice President and Treasurer
LOCKHEED MARTIN TACTICAL
SYSTEMS, INC.
By:/s/ WALTER E. SKOWRONSKI
----------------------------
Walter E. Skowronski
Vice President and Treasurer
-18-
Accepted as of the date hereof:
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
On behalf of itself and each of the
Underwriters
CS FIRST BOSTON CORPORATION
/s/ PETER A. FOWLER
---------------------------
By: Peter A. Fowler
Title: Director
-19-
LOCKHEED MARTIN CORPORATION
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
PRICING AGREEMENT
-----------------
_________________________
_________________________
_________________________
c/o _____________________
_____________________
_____________________
________ __, 199_
Dear Sirs:
Lockheed Martin Corporation, a Maryland corporation (the "Corporation"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement dated ________ __, 1996 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"), which Designated Securities shall be fully and unconditionally
guaranteed by Lockheed Martin Tactical Systems, Inc., a New York corporation
("the Guarantor"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions
of the Underwriting Agreement so incorporated by reference shall be deemed to
refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 13 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Final
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed, or, in the case of
a supplement, proposed to be filed or mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Corporation agrees
to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from
the Corporation, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of Designated
Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters, the
Corporation and the Guarantor. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Corporation for examination, upon request.
Very truly yours,
LOCKHEED MARTIN CORPORATION
By:_______________________________
LOCKHEED MARTIN TACTICAL
SYSTEMS, INC.
By:_______________________________
Accepted as of the date hereof:
_________________________
_________________________
_________________________
On behalf of itself and each of the
Underwriters
_________________________
___________________________________
By:
-21-
SCHEDULE I
Principal Amount of Designated Securities
to be Purchased
-----------------------------------------
Underwriter
- -------------
SCHEDULE II
Registration Statement No.: 333-01939
- --------------------------
Title of Designated Securities:
- ------------------------------
[ %] Guaranteed [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due
Aggregate principal amount:
- --------------------------
$
Price to Public:
- ---------------
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Purchase Price by Underwriters:
- ------------------------------
% of the principal amount of the Designated Securities, plus accrued
interest from to
[and accrued amortization, if any, from
to ]
Specified funds for payment of purchase price:
- ---------------------------------------------
[New York] Clearing House [Immediately available] funds
Indenture:
- ---------
Indenture, dated May , 1996, between the Corporation, the Guarantor and
First Trust of Illinois, National Association, as Trustee
Maturity:
- --------
Interest Rate:
- -------------
[ %] [Zero Coupon] [See Floating Rate Provisions]
II-1
Interest Payment Dates:
----------------------
[months and dates, commencing , 19 ]
Redemption Provisions:
- ---------------------
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Corporation, in the
amount of $ or an integral multiple thereof,
[on or after , at the following redemption prices
(expressed in percentages of principal amount). If [redeemed on or before
, % and if] redeemed during the 12-month period beginning
,
Redemption
Year Price
---- ----------
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
[on any interest payment date falling on or after ,
, at the election of the Corporation, at a redemption price equal
to the principal amount thereof, plus accrued interest to the date of
redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
- -----------------------
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $ principal amount of Designated Securities on
in each of the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative] [noncumulative]
redemptions at the option of the Corporation to retire an additional $
principal amount of Designated Securities in the years through
at 100% of their principal amount plus accrued interest. Any sinking fund
requirement shall be reduced by the aggregate principal amount of Debt
Securities delivered to the Trustee
II-2
by the Corporation at least days prior to the date on which payments
are to be made under the sinking fund and designated for that purpose.]
[If Securities are extendable debt Securities, insert--
------------------------------------------------------
Extendable provisions:
Securities are repayable on , [insert date and
years], at the option of the holders, at their principal amount with
accrued interest. Initial annual interest rate will be %, and
thereafter annual interest rate will be adjusted on ,
, and to a rate not less than % of the effective annual interest
rate on U.S. Treasury obligations with
-year maturities as of the [insert date 15 days prior to maturity
date] prior to such [insert maturity date].]
[If Securities are Floating Rate debt Securities, insert--
---------------------------------------------------------
Floating rate provisions:
Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each ,
, and ] [to an annual rate of
% above the average rate for -year [month] [securities]
[certificates of deposit] by and [insert
names of banks].] [and the annual interest rate
[thereafter] [from through ] will be the
interest yield equivalent of the weekly average per annum
market discount rate for -month Treasury bills
plus % of Interest Differential (the excess, if
any, of (i) then current weekly average per annum secondary market
yield for -month certificates of deposit over (ii) then current
interest yield equivalent of the weekly average per annum market
discount rate for -month Treasury bills); [from and thereafter the
rate will be the then current interest yield equivalent plus % of
Interest Differential].]
Time of Delivery:
- ----------------
Closing Location:
- ----------------
II-3
Names and addresses of Representatives:
- --------------------------------------
Designated Representatives:
Address for Notice, etc.:
[Other Terms]*:
__________________
* A description of particular tax, accounting or other unusual features of
the Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of the
transaction contemplated. Such a description might appropriately be in the
form in which such features will be described in the Prospectus Supplement
for the offering.
II-4
Exhibit 1(b)
LOCKHEED MARTIN CORPORATION
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
PRICING AGREEMENT
-----------------
CS First Boston Corporation
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Morgan Stanley & Co. Incorporated
c/o CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
June 21, 1996
Dear Sirs:
Lockheed Martin Corporation, a Maryland corporation (the
"Corporation"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement dated June 21, 1996 (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"), which Designated Securities shall be fully and
unconditionally guaranteed by Lockheed Martin Tactical Systems, Inc., a New York
corporation ("the Guarantor"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 13
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Final Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now proposed to be filed, or, in the
case of a supplement, proposed to be filed or mailed for filing, with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Corporation agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Corporation, at the
time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Corporation and the Guarantor. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Corporation for examination, upon
request.
Very truly yours,
LOCKHEED MARTIN CORPORATION
By:/s/ WALTER E. SKOWRONSKI
----------------------------
Walter E. Skowronski
Vice President and Treasurer
LOCKHEED MARTIN TACTICAL
SYSTEMS, INC.
By:/s/ WALTER E. SKOWRONSKI
----------------------------
Walter E. Skowronski
Vice President and Treasurer
-2-
Accepted as of the date hereof:
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
On behalf of itself and each of the
Underwriters
CS FIRST BOSTON CORPORATION
/s/ PETER A. FOWLER
---------------------------
By: Peter A. Fowler
Title: Director
-3-
SCHEDULE I
Principal Amount of Designated Securities
to be Purchased
-----------------------------------------
6.625% Notes 7.45% Notes 7.70% Notes
Underwriter Due 1998 Due 2004 Due 2008
- ----------- ------------- ------------ ------------
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055 $100,000,000 $110,000,000 $ 90,000,000
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167 100,000,000 110,000,000 90,000,000
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004 100,000,000 110,000,000 90,000,000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center
250 Vesey Street
New York, New York 10281 100,000,000 110,000,000 90,000,000
Morgan Stanley & Co.
Incorporated
1585 Broadway
New York, New York 10036 100,000,000 110,000,000 90,000,000
------------ ------------ ------------
$500,000,000 $550,000,000 $450,000,000
============ ============ ============
SCHEDULE II
Registration Statement No.: 333-01939
- --------------------------
Title of Designated Securities:
- ------------------------------
6.625% Notes Due 1998 (the "2-Year Notes")
7.45% Notes Due 2004 (the "8-Year Notes")
7.70% Notes Due 2008 (the "12-Year Notes")
Aggregate principal amount:
- ---------------------------
2-Year Notes: 500,000,000
8-Year Notes: 550,000,000
12-Year Notes: 450,000,000
Price to Public:
- ----------------
2-Year Notes: 99.987% of the principal amount,
plus accrued interest from June 15,
1996
8-Year Notes: 99.818% of the principal amount,
plus accrued interest from June 15,
1996
12-Year Notes: 99.972% of the principal amount,
plus accrued interest from June 15,
1996
Purchase Price by Underwriters:
- ------------------------------
2-Year Notes: 99.662% of the principal amount,
plus accrued interest from June 15,
1996
8-Year Notes: 99.193% of the principal amount,
plus accrued interest from June 15,
1996
12-Year Notes: 99.297% of the principal amount,
plus accrued interest from June 15,
1996
II-1
Specified funds for payment of purchase price:
---------------------------------------------
Immediately available funds
Indenture:
- ---------
Indenture, dated as of May 15, 1996, between the Corporation, the Guarantor
and First Trust of Illinois, National Association, as Trustee
Maturity:
- ---------
2-Year Notes: June 15, 1998
8-Year Notes: June 15, 2004
12-Year Notes: June 15, 2008
Interest Rate:
- -------------
2-Year Notes: 6.625%
8-Year Notes: 7.45%
12-Year Notes: 7.70%
Interest Payment Dates:
- -----------------------
2-Year Notes: June 15 and December 15, commencing
December 15, 1996
8-Year Notes: June 15 and December 15, commencing
December 15, 1996
12-Year Notes: June 15 and December 15, commencing
December 15, 1996
Redemption Provisions:
- ---------------------
2-Year Notes: No provisions for redemption
8-Year Notes: No provisions for redemption
12-Year Notes: No provisions for redemption
II-2
Sinking Fund Provisions:
- -----------------------
2-Year Notes: No sinking fund provisions
8-Year Notes: No sinking fund provisions
12-Year Notes: No sinking fund provisions
Optional Repayment:
- ------------------
2-Year Notes: None
8-Year Notes: None
12-Year Notes: None
Time of Delivery:
- ----------------
9:00 a.m., June 26, 1996
Closing Location:
- ----------------
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Names and addresses of Underwriters:
- -----------------------------------
Underwriters: CS First Boston Corporation
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Morgan Stanley & Co. Incorporated
Address for Notice, etc.: c/o CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
ATTN: The Investment Banking
Department/Transaction
Advisory Group
II-3
Exhibit 4(a)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY A REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
GLOBAL SECURITY
NOT TO BE EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
_______________
No. ____ $___________
CUSIP 539830 AG 4
LOCKHEED MARTIN CORPORATION
6.625% NOTE DUE 1998
LOCKHEED MARTIN CORPORATION, a Maryland corporation, for value received, hereby
promises to pay to ------ CEDE & CO., as nominee of The Depository Trust Company
- ------ or registered assigns, the principal sum of _____________________ DOLLARS
on June 15, 1998.
Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1
Additional provisions of this Note are set forth herein.
LOCKHEED MARTIN CORPORATION
By:_______________________(SEAL)
Vice President and Treasurer
By:____________________________
Vice President and Secretary
Dated: ___________, 1996
Authenticated:
This is one of the Securities
of the series designated herein
and referred to in the
within-mentioned Indenture.
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION, as Trustee
By:__________________________
-2-
LOCKHEED MARTIN CORPORATION
6.625% NOTE DUE 1998
1. Interest. Lockheed Martin Corporation ("Corporation"), a Maryland
corporation, promises to pay interest on the principal amount of this Note at
the rate per annum shown above. The Corporation will pay interest semiannually
on June 15 and December 15 of each year. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from June 15, 1996. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes
(except defaulted interest, which shall be paid as set forth below) to the
persons who are registered Holders of Notes at the close of business on the
record date for the next interest payment date even though the Notes are
cancelled after the record date and on or before the interest payment date. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such regular record date and may either be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Corporation, notice whereof shall be
given to Holders of Notes not less than 15 days prior to such special record
date, or may be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. Holders must surrender the Notes to a Paying Agent
to collect principal payments. The Corporation will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Corporation may pay principal
and interest by its check payable in such money. It may mail an interest check
to a Holder's registered address. To the extent lawful, the Corporation shall
pay interest on overdue principal at the rate borne by the Notes and shall pay
interest on overdue installments of interest at the same rate.
3. Paying Agent and Registrar. Initially, First Trust of Illinois,
National Association ("Trustee"), will act as Paying Agent and Registrar. The
Corporation may change any Paying Agent, Registrar or co-registrar without
notice. The Corporation or any of its Subsidiaries (as defined in the
Indenture) may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated
as of May 15, 1996 ("Indenture"), between the Corporation, the Guarantor and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code (S)(S) 77aaa-77bbbb) ("Act"). The Notes are subject to all such
terms, and Holders are referred to the Indenture, all applicable supplemental
indentures and the Act for a statement of those terms.
-3-
As provided in the Indenture, Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of a series of the Notes designated on the
face hereof, limited in aggregate principal amount to $500,000,000 (except as
provided or permitted in the Indenture).
5. Redemption. The Notes are not redeemable by the Corporation.
6. Denominations; Transfer; Exchange. The Notes are registered in global
form and Holders shall not be entitled to receive Notes in definitive form
unless specifically required by the provisions of the Indenture or unless the
Corporation shall subsequently determine to issue Notes in definitive form. A
Holder may transfer or exchange Notes only in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. Also, it need not transfer or exchange any
Notes for a period of 15 days before a selection of Notes to be redeemed or
before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in
whole, but not in part, for Notes registered in the names of Persons other than
the Depositary or its nominee or in the name of a successor to the Depositary or
a nominee of such successor depositary only if (i) the Depositary notifies the
Corporation that it is unwilling or unable to continue as Depositary for this
Note or if at any time such Depositary shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and, in either case, a successor depositary is
not appointed by the Corporation within 90 days of the receipt by the
Corporation of such notice or of the Corporation becoming aware of such
condition, or (ii) the Corporation in its discretion at any time determines not
to have all of the Notes represented by one or more Global Security or
Securities. If this Note is exchangeable pursuant to the preceding sentence, it
shall be exchangeable for Notes of like tenor and terms in definitive form in
aggregate principal amount equal to the principal amount of the Global Security.
Subject to the foregoing, this Note is not exchangeable, except for a Note or
Notes of the same aggregate denominations to be registered in the name of such
Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
7. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of it for all purposes, and
-4-
neither the Corporation, the Guarantor, the Trustee, nor any Registrar, Paying
Agent or co-registrar shall be affected by notice to the contrary.
8. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay, unless
otherwise prohibited by mandatory provisions of applicable abandoned property
law, the money back to the Corporation at its request. After that, Holders
entitled to unclaimed money must look only to the Corporation and not to the
Trustee for payment unless an abandoned property law designates another person.
9. Defeasance. The Indenture contains provisions for defeasance at any
time of the entire principal of the Securities of any series upon compliance by
the Corporation with certain conditions set forth therein.
10. Amendment; Supplement; Waiver. Subject to certain exceptions as
therein provided, the Indenture or the Notes may be amended or supplemented with
the written consent of the Holders of not less than a majority in principal
amount of the Notes and, subject to certain exceptions and limitations as
provided in the Indenture, any past default or compliance with any provision may
be waived with the consent of the Holders of a majority in principal amount of
the Notes. Without the consent of any Holder, the Indenture or the Notes may be
amended or supplemented, for among other reasons, to cure any ambiguity,
omission, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes or to make any change that does
not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the
Indenture or the Notes if the waiver does not materially adversely affect the
rights of any Holder.
11. Restrictive Covenants. The Indenture does not limit unsecured debt of
the Guarantor or the Corporation or any of their Subsidiaries. It does limit
certain Liens and Sale-Leaseback Transactions. The limitations are subject to a
number of important qualifications and exceptions. Once a year the Guarantor
and the Corporation must report to the Trustee on compliance with the
limitations.
12. Successors. When a successor entity assumes all the obligations of
the Corporation or the Guarantor or either of their successors under the Notes
and the Indenture, the predecessor corporation will be released from those
obligations.
13. Defaults and Remedies. An Event of Default is: default for 30 days
in payment of any interest on the Notes; default in payment of any principal on
the Notes; failure by the Corporation or the Guarantor for 90 days after notice
to it to comply with any of its other agreements in the Indenture or the Notes
or the Guarantees; and certain events of bankruptcy or insolvency. If an
-5-
Event of Default with respect to Notes of this series shall occur and be
continuing, the principal of the Notes of this series and accrued interest
thereon may be declared due and payable in the manner and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Notes unless it receives indemnity satisfactory to
it. Subject to certain limitations, Holders of a majority in principal amount
of the Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal or interest) if a committee of its trust
officers in good faith determines that withholding notice is in the interests of
such Holders.
14. Trustee Dealings with the Corporation. First Trust of Illinois,
National Association, the Trustee under the Indenture, in its individual or any
other capacity may make loans to, accept deposits from and perform services for
the Guarantor or the Corporation or any of their affiliates, and may otherwise
deal with the Corporation or its affiliates as if it were not Trustee.
15. No Recourse Against Others. A director, officer, employee or
stockholder (other than the Corporation), as such, of the Corporation or the
Guarantor shall not have any liability for any obligations of the Corporation or
the Guarantor under the Notes or the Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. This waiver and
release are part of the consideration for the issue of the Notes.
16. Authentication. This Note shall not be valid until the Trustee
manually signs the certificate of authentication above.
17. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).
18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Corporation had
caused CUSIP numbers to be printed on the Note and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to accuracy of any of such numbers either as printed
on the Note or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
19. Miscellaneous. This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of Maryland.
-6-
All terms used in this Note and Guarantee which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE OF LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
For value received, Lockheed Martin Tactical Systems, Inc., a New York
corporation (the "Guarantor"), hereby fully and unconditionally guarantees to
the Holder of the Security upon which this Guarantee is endorsed the due and
punctual payment of the principal of, premium, if any, and interest, if any, on
said Security, when and as the same shall become due and payable, whether by
declaration thereof or otherwise, according to the terms thereof and of the
Indenture referred to therein.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
failure to enforce the provisions of said Security or said Indenture, any
extension, renewal, settlement, compromise, waiver, consent or indulgence
granted to the Corporation with respect thereto, by operation of law or
otherwise, or any other circumstance which may otherwise constitute a legal or
equitable discharge of a surety or guarantor; provided that, notwithstanding the
foregoing, no such extension, renewal, settlement, compromise, waiver, consent,
indulgence or circumstance shall, without the consent of the Guarantor, increase
the principal amount of, premium, if any, or interest, if any, on said Security.
The Guarantor hereby agrees that this Guarantee shall be enforceable without any
demand, suit or proceeding first against the Corporation. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Corporation, any right to
require a proceeding first against the Corporation, protest or notice with
respect to said Security or the indebtedness evidenced thereby or with respect
to any sinking fund payment required by the terms of said Security and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except in accordance with certain provisions set forth in the Indenture or by
payment in full of the principal of, premium, if any, and interest, if any, on
said Security.
The Guarantor will be subrogated to all rights of the Holder against the
Corporation in respect of any amount paid by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, premium, if any, and interest,
if any, on said Security shall have been paid in full.
Notwithstanding the foregoing, the obligations of the Guarantor under this
Guarantee shall be limited to an amount equal to the largest amount that would
not render its obligations under this Guarantee subject to avoidance under
Section 548 of the United
-7-
States Bankruptcy Code or any comparable provisions of any applicable state law.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Security shall have been signed
manually by the Trustee under the Indenture referred to in said Security. Terms
used herein which are defined in such Indenture shall have the respective
meanings assigned thereto in the Indenture.
This Guarantee shall be deemed to be a contract made under the laws of the
State of Maryland, and for all purposes shall be governed by and construed in
accordance with the laws of such State, except as may otherwise be required by
mandatory provisions of law.
-8-
IN WITNESS WHEREOF, this Guarantee has been duly executed as of the date of
authentication on said Security.
LOCKHEED MARTIN TACTICAL
SYSTEMS, INC.
By:__________________________(SEAL)
Vice President and Treasurer
By:__________________________
Vice President and Assistant
Secretary
-9-
The Corporation will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Lockheed Martin
Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention:
Secretary.
_____________________________
I or we assign and transfer to
Insert social security or other identifying number of assignee
-----------------------------
-----------------------------
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint _________________________________ agent to
transfer this Note on the books of the Corporation. The agent may substitute
another to act for him.
Dated: ______________________________________________________________
Signed: ____________________________________________________________
(Sign exactly as name appears on the other side of this Note)
Signature Guarantee:_____________________________________
(Signature must be guaranteed by an
eligible institution within the meaning
of Rule 17A(d)-15 under the Securities
Exchange Act of 1934, as amended)
-10-
Exhibit 4(b)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
GLOBAL SECURITY
NOT TO BE EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
_______________
No. ____ $___________
CUSIP 539830 AH 2
LOCKHEED MARTIN CORPORATION
7.45% NOTE DUE 2004
LOCKHEED MARTIN CORPORATION, a Maryland corporation, for value received, hereby
promises to pay to ------ CEDE & CO., as nominee of The Depository Trust Company
- ------ or registered assigns, the principal sum of _____________________ DOLLARS
on June 15, 2004.
Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1
Additional provisions of this Note are set forth herein.
LOCKHEED MARTIN CORPORATION
By:__________________________(SEAL)
Vice President and Treasurer
By:__________________________
Vice President and Secretary
Dated: ___________, 1996
Authenticated:
This is one of the Securities
of the series designated herein
and referred to in the
within-mentioned Indenture.
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION, as Trustee
By:__________________________
- 2 -
LOCKHEED MARTIN CORPORATION
7.45% NOTE DUE 2004
1. Interest. Lockheed Martin Corporation ("Corporation"), a Maryland
corporation, promises to pay interest on the principal amount of this Note at
the rate per annum shown above. The Corporation will pay interest semiannually
on June 15 and December 15 of each year. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from June 15, 1996. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes
(except defaulted interest, which shall be paid as set forth below) to the
persons who are registered Holders of Notes at the close of business on the
record date for the next interest payment date even though the Notes are
cancelled after the record date and on or before the interest payment date. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such regular record date and may either be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Corporation, notice whereof shall be
given to Holders of Notes not less than 15 days prior to such special record
date, or may be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. Holders must surrender the Notes to a Paying Agent
to collect principal payments. The Corporation will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Corporation may pay principal
and interest by its check payable in such money. It may mail an interest check
to a Holder's registered address. To the extent lawful, the Corporation shall
pay interest on overdue principal at the rate borne by the Notes and shall pay
interest on overdue installments of interest at the same rate.
3. Paying Agent and Registrar. Initially, First Trust of Illinois,
National Association ("Trustee"), will act as Paying Agent and Registrar. The
Corporation may change any Paying Agent, Registrar or co-registrar without
notice. The Corporation or any of its Subsidiaries (as defined in the
Indenture) may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated
as of May 15, 1996 ("Indenture"), between the Corporation, the Guarantor and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code (S)(S) 77aaa-77bbbb) ("Act"). The Notes are subject to all such
terms, and Holders are referred to the Indenture, all applicable supplemental
indentures and the Act for a statement of those terms.
- 3 -
As provided in the Indenture, Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of a series of the Notes designated on the
face hereof, limited in aggregate principal amount to $550,000,000 (except as
provided or permitted in the Indenture).
5. Redemption. The Notes are not redeemable by the Corporation.
6. Denominations; Transfer; Exchange. The Notes are registered in global
form and Holders shall not be entitled to receive Notes in definitive form
unless specifically required by the provisions of the Indenture or unless the
Corporation shall subsequently determine to issue Notes in definitive form. A
Holder may transfer or exchange Notes only in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. Also, it need not transfer or exchange any
Notes for a period of 15 days before a selection of Notes to be redeemed or
before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in
whole, but not in part, for Notes registered in the names of Persons other than
the Depositary or its nominee or in the name of a successor to the Depositary or
a nominee of such successor depositary only if (i) the Depositary notifies the
Corporation that it is unwilling or unable to continue as Depositary for this
Note or if at any time such Depositary shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and, in either case, a successor depositary is
not appointed by the Corporation within 90 days of the receipt by the
Corporation of such notice or of the Corporation becoming aware of such
condition, or (ii) the Corporation in its discretion at any time determines not
to have all of the Notes represented by one or more Global Security or
Securities. If this Note is exchangeable pursuant to the preceding sentence, it
shall be exchangeable for Notes of like tenor and terms in definitive form in
aggregate principal amount equal to the principal amount of the Global Security.
Subject to the foregoing, this Note is not exchangeable, except for a Note or
Notes of the same aggregate denominations to be registered in the name of such
Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
7. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of it for all purposes, and
- 4 -
neither the Corporation, the Guarantor, the Trustee, nor any Registrar, Paying
Agent or co-registrar shall be affected by notice to the contrary.
8. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay, unless
otherwise prohibited by mandatory provisions of applicable abandoned property
law, the money back to the Corporation at its request. After that, Holders
entitled to unclaimed money must look only to the Corporation and not to the
Trustee for payment unless an abandoned property law designates another person.
9. Defeasance. The Indenture contains provisions for defeasance at any
time of the entire principal of the Securities of any series upon compliance by
the Corporation with certain conditions set forth therein.
10. Amendment; Supplement; Waiver. Subject to certain exceptions as
therein provided, the Indenture or the Notes may be amended or supplemented with
the written consent of the Holders of not less than a majority in principal
amount of the Notes and, subject to certain exceptions and limitations as
provided in the Indenture, any past default or compliance with any provision may
be waived with the consent of the Holders of a majority in principal amount of
the Notes. Without the consent of any Holder, the Indenture or the Notes may be
amended or supplemented, for among other reasons, to cure any ambiguity,
omission, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes or to make any change that does
not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the
Indenture or the Notes if the waiver does not materially adversely affect the
rights of any Holder.
11. Restrictive Covenants. The Indenture does not limit unsecured debt of
the Guarantor or the Corporation or any of their Subsidiaries. It does limit
certain Liens and Sale-Leaseback Transactions. The limitations are subject to a
number of important qualifications and exceptions. Once a year the Guarantor
and the Corporation must report to the Trustee on compliance with the
limitations.
12. Successors. When a successor entity assumes all the obligations of
the Corporation or the Guarantor or either of their successors under the Notes
and the Indenture, the predecessor corporation will be released from those
obligations.
13. Defaults and Remedies. An Event of Default is: default for 30 days
in payment of any interest on the Notes; default in payment of any principal on
the Notes; failure by the Corporation or the Guarantor for 90 days after notice
to it to comply with any of its other agreements in the Indenture or the Notes
or the Guarantees; and certain events of bankruptcy or insolvency. If an
- 5 -
Event of Default with respect to Notes of this series shall occur and be
continuing, the principal of the Notes of this series and accrued interest
thereon may be declared due and payable in the manner and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Notes unless it receives indemnity satisfactory to
it. Subject to certain limitations, Holders of a majority in principal amount
of the Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal or interest) if a committee of its trust
officers in good faith determines that withholding notice is in the interests of
such Holders.
14. Trustee Dealings with the Corporation. First Trust of Illinois,
National Association, the Trustee under the Indenture, in its individual or any
other capacity may make loans to, accept deposits from and perform services for
the Guarantor or the Corporation or any of their affiliates, and may otherwise
deal with the Corporation or its affiliates as if it were not Trustee.
15. No Recourse Against Others. A director, officer, employee or
stockholder (other than the Corporation), as such, of the Corporation or the
Guarantor shall not have any liability for any obligations of the Corporation or
the Guarantor under the Notes or the Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. This waiver and
release are part of the consideration for the issue of the Notes.
16. Authentication. This Note shall not be valid until the Trustee
manually signs the certificate of authentication above.
17. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).
18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Corporation had
caused CUSIP numbers to be printed on the Note and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to accuracy of any of such numbers either as printed
on the Note or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
19. Miscellaneous. This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of Maryland.
- 6 -
All terms used in this Note and Guarantee which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE OF LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
For value received, Lockheed Martin Tactical Systems, Inc., a New York
corporation (the "Guarantor"), hereby fully and unconditionally guarantees to
the Holder of the Security upon which this Guarantee is endorsed the due and
punctual payment of the principal of, premium, if any, and interest, if any, on
said Security, when and as the same shall become due and payable, whether by
declaration thereof or otherwise, according to the terms thereof and of the
Indenture referred to therein.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
failure to enforce the provisions of said Security or said Indenture, any
extension, renewal, settlement, compromise, waiver, consent or indulgence
granted to the Corporation with respect thereto, by operation of law or
otherwise, or any other circumstance which may otherwise constitute a legal or
equitable discharge of a surety or guarantor; provided that, notwithstanding the
foregoing, no such extension, renewal, settlement, compromise, waiver, consent,
indulgence or circumstance shall, without the consent of the Guarantor, increase
the principal amount of, premium, if any, or interest, if any, on said Security.
The Guarantor hereby agrees that this Guarantee shall be enforceable without any
demand, suit or proceeding first against the Corporation. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Corporation, any right to
require a proceeding first against the Corporation, protest or notice with
respect to said Security or the indebtedness evidenced thereby or with respect
to any sinking fund payment required by the terms of said Security and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except in accordance with certain provisions set forth in the Indenture or by
payment in full of the principal of, premium, if any, and interest, if any, on
said Security.
The Guarantor will be subrogated to all rights of the Holder against the
Corporation in respect of any amount paid by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, premium, if any, and interest,
if any, on said Security shall have been paid in full.
Notwithstanding the foregoing, the obligations of the Guarantor under this
Guarantee shall be limited to an amount equal to the largest amount that would
not render its obligations under this Guarantee subject to avoidance under
Section 548 of the United
- 7 -
States Bankruptcy Code or any comparable provisions of any applicable state law.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Security shall have been signed
manually by the Trustee under the Indenture referred to in said Security. Terms
used herein which are defined in such Indenture shall have the respective
meanings assigned thereto in the Indenture.
This Guarantee shall be deemed to be a contract made under the laws of the
State of Maryland, and for all purposes shall be governed by and construed in
accordance with the laws of such State, except as may otherwise be required by
mandatory provisions of law.
- 8 -
IN WITNESS WHEREOF, this Guarantee has been duly executed as of the date of
authentication on said Security.
LOCKHEED MARTIN TACTICAL
SYSTEMS, INC.
By:__________________________(SEAL)
Vice President and Treasurer
By:__________________________
Vice President and Assistant
Secretary
- 9 -
The Corporation will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Lockheed Martin
Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention:
Secretary.
_____________________________
I or we assign and transfer to
Insert social security or other identifying number of assignee
-----------------------------
-----------------------------
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint _________________________________ agent to
transfer this Note on the books of the Corporation. The agent may substitute
another to act for him.
Dated: _____________________________________________________________
Signed: _____________________________________________________________
(Sign exactly as name appears on the other side of this Note)
Signature Guarantee:________________________________
(Signature must be guaranteed by an
eligible institution within the meaning
of Rule 17A(d)-15 under the Securities
Exchange Act of 1934, as amended)
- 10 -
Exhibit 4(c)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
GLOBAL SECURITY
NOT TO BE EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
_______________
No. ____ $___________
CUSIP 539830 AJ 8
LOCKHEED MARTIN CORPORATION
7.70% NOTE DUE 2008
LOCKHEED MARTIN CORPORATION, a Maryland corporation, for value received, hereby
promises to pay to ------ CEDE & CO., as nominee of The Depository Trust Company
- ------ or registered assigns, the principal sum of _____________________ DOLLARS
on June 15, 2008.
Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1
Additional provisions of this Note are set forth herein.
LOCKHEED MARTIN CORPORATION
By:__________________________(SEAL)
Vice President and Treasurer
By:__________________________
Vice President and Secretary
Dated: ___________, 1996
Authenticated:
This is one of the Securities
of the series designated herein
and referred to in the
within-mentioned Indenture.
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION, as Trustee
By:__________________________
- 2 -
LOCKHEED MARTIN CORPORATION
7.70% NOTE DUE 2008
1. Interest. Lockheed Martin Corporation ("Corporation"), a Maryland
corporation, promises to pay interest on the principal amount of this Note at
the rate per annum shown above. The Corporation will pay interest semiannually
on June 15 and December 15 of each year. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from June 15, 1996. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes
(except defaulted interest, which shall be paid as set forth below) to the
persons who are registered Holders of Notes at the close of business on the
record date for the next interest payment date even though the Notes are
cancelled after the record date and on or before the interest payment date. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such regular record date and may either be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Corporation, notice whereof shall be
given to Holders of Notes not less than 15 days prior to such special record
date, or may be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. Holders must surrender the Notes to a Paying Agent
to collect principal payments. The Corporation will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Corporation may pay principal
and interest by its check payable in such money. It may mail an interest check
to a Holder's registered address. To the extent lawful, the Corporation shall
pay interest on overdue principal at the rate borne by the Notes and shall pay
interest on overdue installments of interest at the same rate.
3. Paying Agent and Registrar. Initially, First Trust of Illinois,
National Association ("Trustee"), will act as Paying Agent and Registrar. The
Corporation may change any Paying Agent, Registrar or co-registrar without
notice. The Corporation or any of its Subsidiaries (as defined in the
Indenture) may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated
as of May 15, 1996 ("Indenture"), between the Corporation, the Guarantor and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code (S)(S) 77aaa-77bbbb) ("Act"). The Notes are subject to all such
terms, and Holders are referred to the Indenture, all applicable supplemental
indentures and the Act for a statement of those terms.
- 3 -
As provided in the Indenture, Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of a series of the Notes designated on the
face hereof, limited in aggregate principal amount to $450,000,000 (except as
provided or permitted in the Indenture).
5. Redemption. The Notes are not redeemable by the Corporation.
6. Denominations; Transfer; Exchange. The Notes are registered in global
form and Holders shall not be entitled to receive Notes in definitive form
unless specifically required by the provisions of the Indenture or unless the
Corporation shall subsequently determine to issue Notes in definitive form. A
Holder may transfer or exchange Notes only in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. Also, it need not transfer or exchange any
Notes for a period of 15 days before a selection of Notes to be redeemed or
before an interest payment date.
This Note is issued in the form of a Global Security and is exchangeable in
whole, but not in part, for Notes registered in the names of Persons other than
the Depositary or its nominee or in the name of a successor to the Depositary or
a nominee of such successor depositary only if (i) the Depositary notifies the
Corporation that it is unwilling or unable to continue as Depositary for this
Note or if at any time such Depositary shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and, in either case, a successor depositary is
not appointed by the Corporation within 90 days of the receipt by the
Corporation of such notice or of the Corporation becoming aware of such
condition, or (ii) the Corporation in its discretion at any time determines not
to have all of the Notes represented by one or more Global Security or
Securities. If this Note is exchangeable pursuant to the preceding sentence, it
shall be exchangeable for Notes of like tenor and terms in definitive form in
aggregate principal amount equal to the principal amount of the Global Security.
Subject to the foregoing, this Note is not exchangeable, except for a Note or
Notes of the same aggregate denominations to be registered in the name of such
Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.
7. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of it for all purposes, and
- 4 -
neither the Corporation, the Guarantor, the Trustee, nor any Registrar, Paying
Agent or co-registrar shall be affected by notice to the contrary.
8. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay, unless
otherwise prohibited by mandatory provisions of applicable abandoned property
law, the money back to the Corporation at its request. After that, Holders
entitled to unclaimed money must look only to the Corporation and not to the
Trustee for payment unless an abandoned property law designates another person.
9. Defeasance. The Indenture contains provisions for defeasance at any
time of the entire principal of the Securities of any series upon compliance by
the Corporation with certain conditions set forth therein.
10. Amendment; Supplement; Waiver. Subject to certain exceptions as
therein provided, the Indenture or the Notes may be amended or supplemented with
the written consent of the Holders of not less than a majority in principal
amount of the Notes and, subject to certain exceptions and limitations as
provided in the Indenture, any past default or compliance with any provision may
be waived with the consent of the Holders of a majority in principal amount of
the Notes. Without the consent of any Holder, the Indenture or the Notes may be
amended or supplemented, for among other reasons, to cure any ambiguity,
omission, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes or to make any change that does
not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the
Indenture or the Notes if the waiver does not materially adversely affect the
rights of any Holder.
11. Restrictive Covenants. The Indenture does not limit unsecured debt of
the Guarantor or the Corporation or any of their Subsidiaries. It does limit
certain Liens and Sale-Leaseback Transactions. The limitations are subject to a
number of important qualifications and exceptions. Once a year the Guarantor
and the Corporation must report to the Trustee on compliance with the
limitations.
12. Successors. When a successor entity assumes all the obligations of
the Corporation or the Guarantor or either of their successors under the Notes
and the Indenture, the predecessor corporation will be released from those
obligations.
13. Defaults and Remedies. An Event of Default is: default for 30 days
in payment of any interest on the Notes; default in payment of any principal on
the Notes; failure by the Corporation or the Guarantor for 90 days after notice
to it to comply with any of its other agreements in the Indenture or the Notes
or the Guarantees; and certain events of bankruptcy or insolvency. If an
- 5 -
Event of Default with respect to Notes of this series shall occur and be
continuing, the principal of the Notes of this series and accrued interest
thereon may be declared due and payable in the manner and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Notes unless it receives indemnity satisfactory to
it. Subject to certain limitations, Holders of a majority in principal amount
of the Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal or interest) if a committee of its trust
officers in good faith determines that withholding notice is in the interests of
such Holders.
14. Trustee Dealings with the Corporation. First Trust of Illinois,
National Association, the Trustee under the Indenture, in its individual or any
other capacity may make loans to, accept deposits from and perform services for
the Guarantor or the Corporation or any of their affiliates, and may otherwise
deal with the Corporation or its affiliates as if it were not Trustee.
15. No Recourse Against Others. A director, officer, employee or
stockholder (other than the Corporation), as such, of the Corporation or the
Guarantor shall not have any liability for any obligations of the Corporation or
the Guarantor under the Notes or the Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. This waiver and
release are part of the consideration for the issue of the Notes.
16. Authentication. This Note shall not be valid until the Trustee
manually signs the certificate of authentication above.
17. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).
18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Corporation had
caused CUSIP numbers to be printed on the Note and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to accuracy of any of such numbers either as printed
on the Note or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
19. Miscellaneous. This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of Maryland.
- 6 -
All terms used in this Note and Guarantee which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE OF LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
For value received, Lockheed Martin Tactical Systems, Inc., a New York
corporation (the "Guarantor"), hereby fully and unconditionally guarantees to
the Holder of the Security upon which this Guarantee is endorsed the due and
punctual payment of the principal of, premium, if any, and interest, if any, on
said Security, when and as the same shall become due and payable, whether by
declaration thereof or otherwise, according to the terms thereof and of the
Indenture referred to therein.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
failure to enforce the provisions of said Security or said Indenture, any
extension, renewal, settlement, compromise, waiver, consent or indulgence
granted to the Corporation with respect thereto, by operation of law or
otherwise, or any other circumstance which may otherwise constitute a legal or
equitable discharge of a surety or guarantor; provided that, notwithstanding the
foregoing, no such extension, renewal, settlement, compromise, waiver, consent,
indulgence or circumstance shall, without the consent of the Guarantor, increase
the principal amount of, premium, if any, or interest, if any, on said Security.
The Guarantor hereby agrees that this Guarantee shall be enforceable without any
demand, suit or proceeding first against the Corporation. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Corporation, any right to
require a proceeding first against the Corporation, protest or notice with
respect to said Security or the indebtedness evidenced thereby or with respect
to any sinking fund payment required by the terms of said Security and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except in accordance with certain provisions set forth in the Indenture or by
payment in full of the principal of, premium, if any, and interest, if any, on
said Security.
The Guarantor will be subrogated to all rights of the Holder against the
Corporation in respect of any amount paid by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, premium, if any, and interest,
if any, on said Security shall have been paid in full.
Notwithstanding the foregoing, the obligations of the Guarantor under this
Guarantee shall be limited to an amount equal to the largest amount that would
not render its obligations under this Guarantee subject to avoidance under
Section 548 of the United
- 7 -
States Bankruptcy Code or any comparable provisions of any applicable state law.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Security shall have been signed
manually by the Trustee under the Indenture referred to in said Security. Terms
used herein which are defined in such Indenture shall have the respective
meanings assigned thereto in the Indenture.
This Guarantee shall be deemed to be a contract made under the laws of the
State of Maryland, and for all purposes shall be governed by and construed in
accordance with the laws of such State, except as may otherwise be required by
mandatory provisions of law.
- 8 -
IN WITNESS WHEREOF, this Guarantee has been duly executed as of the date of
authentication on said Security.
LOCKHEED MARTIN TACTICAL
SYSTEMS, INC.
By:__________________________(SEAL)
Vice President and Treasurer
By:__________________________
Vice President and Assistant
Secretary
- 9 -
The Corporation will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Lockheed Martin
Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention:
Secretary.
_____________________________
I or we assign and transfer to
Insert social security or other identifying number of assignee
-----------------------------
-----------------------------
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint _________________________________ agent to
transfer this Note on the books of the Corporation. The agent may substitute
another to act for him.
Dated: _______________________________________________________
Signed: _______________________________________________________
(Sign exactly as name appears on the other side of this Note)
Signature Guarantee:_______________________________________
(Signature must be guaranteed by an
eligible institution within the meaning
of Rule 17A(d)-15 under the Securities
Exchange Act of 1934, as amended)
- 10 -
Exhibit 5(a)
MILES & STOCKBRIDGE,
A PROFESSIONAL CORPORATION
10 LIGHT STREET
BALTIMORE, MARYLAND 21202
June 25, 1996
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel to Lockheed Martin Corporation, a Maryland
corporation (the "Corporation"), in connection with the filing of a Registration
Statement on Form S-3 (Reg. No. 333-01939) under the Securities Act of 1933, as
amended (the "Act"), in respect of the Corporation's Debt Securities to be
issued from time to time pursuant to Rule 415 under the Act and the offer and
sale of $500,000,000 aggregate principal amount of the Corporation's 6.625%
Notes Due 1998, $550,000,000 aggregate principal amount of the Corporation's
7.45% Notes Due 2004, and $450,000,000 aggregate principal amount of the
Corporation's 7.70% Notes Due 2008 (collectively, the "Securities"). Payments
in respect of the Securities are guaranteed by Lockheed Martin Tactical Systems,
Inc., a New York corporation and a wholly owned subsidiary of the Corporation
(the "Guarantor"). In this capacity we have reviewed the Charter and By-Laws of
the Corporation, the Indenture dated as of May 15, 1996, by and among the
Corporation, the Guarantor and First Trust of Illinois, National Association
(the "Trustee") (as supplemented or modified by the Trust Indenture Act of 1939,
the "Indenture"), the Registration Statement (including the exhibits thereto),
the Current Report on Form 8-K of the Corporation dated the date hereof, the
corporate proceedings of the Corporation relating to the authorization of the
issuance of the Debt Securities and the Securities, and such certificates and
other documents as we deemed necessary or advisable for the purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Securities have been
duly and validly authorized by the Corporation, and upon proper execution,
authentication and delivery in accordance with the terms of the Indenture
against payment therefor, the Securities will be legally issued and will
constitute valid and binding obligations of the Corporation entitled to the
benefits of the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Current Reports on Form 8-K of the Corporation and the Guarantor each dated the
date hereof and to the reference to us under the heading "Validity" in the
Prospectus dated May 10, 1996 and under the heading "Validity of the Offered
Debt Securities" in the Prospectus Supplement dated June 21, 1996. In giving
our consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
By: /s/ GLENN C. CAMPBELL
-------------------------
Principal
Exhibit 5(b)
LOCKHEED MARTIN CORPORATION
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
June 25, 1996
Lockheed Martin Tactical Systems, Inc.
6801 Rockledge Drive
Bethesda, Maryland 20817
Ladies and Gentlemen:
I am the Vice President and General Counsel of the Tactical Systems Sector
of Lockheed Martin Corporation, a Maryland corporation ("Lockheed Martin").
This letter is being delivered in connection with the filing with the Securities
and Exchange Commission (the "Commission") of a Current Report on Form 8-K of
Lockheed Martin in connection with the offer and sale of $500,000,000 aggregate
principal amount of Lockheed Martin's 6.625% Notes Due 1998, $550,000,000
aggregate principal amount of Lockheed Martin's 7.45% Notes Due 2004, and
$450,000,000 aggregate principal amount of Lockheed Martin's 7.70% Notes Due
2008 (collectively, the "Securities"), pursuant to a Registration Statement on
Form S-3 (Reg. No. 333-01939) (as amended, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), and the guarantees (the
"Guarantees") of Lockheed Martin Tactical Systems, Inc., a New York corporation
(the "Corporation") of such Securities. I have reviewed the Charter and By-laws
of the Corporation, the Indenture dated as of May 15, 1996, by and between
Lockheed Martin, the Corporation and First Trust of Illinois, National
Association (the "Trustee") (as supplemented or modified by the Trust Indenture
Act of 1939, collectively, the "Indenture"), the Registration Statement
(including the exhibits thereto), the Current Report on Form 8-K of Lockheed
Martin dated the date hereof (including the exhibits thereto), the corporate
proceedings of the Corporation relating to the authorization of the Guarantees
and such certificates and other documents as I have deemed necessary or
advisable for the purposes of this opinion.
Based on the foregoing, I am of the opinion that the Guarantees have been
duly and validly authorized by the Corporation, and upon proper execution,
authentication and delivery in accordance with the terms of the Indenture
against payment to Lockheed Martin for the Securities, the Guarantees will be
legally issued and will constitute valid and binding obligations of the
Corporation entitled to the benefits of the Indenture.
I hereby consent to the filing of this opinion as an exhibit to the Current
Reports on Form 8-K of Lockheed Martin and the Corporation each dated the date
hereof and to the reference to me under the heading "Validity" in the Prospectus
dated May 10, 1996 and under the heading "Validity of the Offered Debt
Securities" in the Prospectus Supplement dated June 21, 1996. In giving my
consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ WILLIAM J. LASALLE
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William J. LaSalle
