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Actionable news in LMT: LOCKHEED MARTIN Corp,

Entry Into a Material Definitive

364-Day Revolving Credit Agreement

On October9, 2015, Lockheed Martin Corporation (the Corporation) entered into a 364-Day Credit Agreement (the 364-Day Credit Agreement), among the Corporation, as Borrower, the lenders listed therein (the Lenders), Citibank, N.A., as Syndication Agent (Citibank), JPMorgan Chase Bank, N.A. (JPMCB), Goldman Sachs Bank USA (Goldman Sachs), Morgan Stanley MUFG Loan Partners, LLC, Credit Agricole Corporate and Investment Bank (Credit Agricole), Mizuho Bank, Ltd. (Mizuho) and Wells Fargo Bank, N.A., as Documentation Agents, and Bank of America, N.A. (BofA), as Administrative Agent, providing for a $7.0 billion senior unsecured 364-Day revolving credit facility. The 364-Day Credit Agreement is available for general corporate purposes, including to provide all or a portion of the financing required for the Corporation to consummate its pending acquisition of Sikorsky Aircraft Corporation and certain affiliated entities from United Technologies Corporation (UTC) pursuant to the terms and conditions set forth in the Stock Purchase Agreement dated as of July19, 2015 by and between the Corporation and UTC and certain subsidiaries of UTC (the Sikorsky Acquisition).

Borrowings under the credit facility are unsecured and bear interest at rates, based, at the Corporations option, on the Base Rate of interest in effect or the Eurodollar Rate, which is a periodic fixed rate based on LIBOR with a term equivalent to the interest period for such borrowing, plus the Eurodollar Margin. The Base Rate of interest is the highest of (i)BofAs prime rate, (ii)the Federal Funds Rate plus 0.50%, and (iii)one-month LIBOR plus 1.00%. The Eurodollar Margin ranges from 0.815% to 1.125%per annum based upon the Corporations senior unsecured long-term debt securities credit ratings (the Credit Ratings). A Facility Fee accrues and is payable quarterly in arrears at a rate ranging from 0.06% to 0.125%per annum (based upon the Corporations Credit Ratings) on the aggregate commitments under the 364-Day Credit Agreement.

The 364-Day Credit Agreement matures on October7, 2016, however, the Corporation has the option (a Term-Out Election) to cause any loans outstanding on the maturity date to be continued as one-year term loans on the same terms and conditions. Upon any Term-Out Election, the Corporation shall pay a fee equal to 0.75% of the aggregate principal amount of the outstanding loans to be converted to term loans. Following the Term-out Election, the Company shall continue to pay the Facility Fee on the aggregate principal amount of the outstanding terms loans under the 364-Day Credit Agreement.

The 364-Day Credit Agreement contains customary representations, warranties and covenants, including covenants restricting the Corporations and certain of our subsidiaries ability to encumber assets and the Corporations ability to merge or consolidate with another entity. Further, the 364-Day Credit Agreement contains a covenant requiring that the Corporation not exceed a maximum leverage ratio of 65%, which is calculated as a ratio of Debt (as defined in the 364-Day Credit Agreement) to the sum of Debt and Stockholders Equity (as defined in the 364-Day Credit Agreement), each on a consolidated basis (the Leverage Ratio Covenant). The

Leverage Ratio Covenant (1)is calculated without giving effect to the impact on Stockholders Equity from the re-measurement of the Corporations post-retirement benefit plans pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 715, Compensation-Retirement Benefits, and (2)excludes from the calculation of Debt up to (x)$200 million of Debt of the Corporations consolidated subsidiaries and (y)$500 million of Debt consisting of guarantees.

Subject to certain exceptions, net cash proceeds arising from certain equity issuances by the Corporation or debt issuances by the Corporation or certain of its subsidiaries will result in a mandatory reduction of the total commitments and, to the extent such proceeds exceed the unused portion of the total commitments under the 364-Day Credit Agreement, mandatory prepayment of any loans outstanding under the 364-Day Credit Agreement in the amount of such...


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