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:__________________________
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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.
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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
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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
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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.
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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
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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.
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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
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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)
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