EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

EXTENSION AGREEMENT 

EXTENSION AGREEMENT, dated as of October 7, 2016 (this “Agreement”), to that certain Five-Year Credit Agreement, dated
as of October 9, 2015 (as amended from time to time prior to the date hereof, the “Five-Year Credit Agreement”), among, inter alios, Lockheed Martin Corporation (the “Company”), the Lenders party thereto
from time to time and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein are used as defined in the Five-Year Credit Agreement. 

WHEREAS, pursuant to a Notice of Extension Request dated July 20, 2016, the Company requested that the Commitment Termination Date
be extended by one year pursuant to Section 2.18 of the Five-Year Credit Agreement (the “Requested Extension”); 

WHEREAS, in connection with the Requested Extension, the parties hereto intend to further amend the Five-Year Credit Agreement in the
manner set forth herein (the “Additional Amendments”); 
 WHEREAS, pursuant to Section 2.18 and
Section 9.07 of the Five-Year Credit Agreement, the Requested Extension and Additional Amendments may, subject to the terms and conditions set forth in the Five-Year Credit Agreement, be consummated with the consent of the Required
Lenders, the Administrative Agent and the Company; 
 NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1.
Extension of Five-Year Credit Agreement. Each of the parties hereto hereby agrees to extend, effective as of the Effective Date (as defined below), the Commitment Termination Date under the Five-Year Credit Agreement, for one year, to
October 9, 2021. 
 2. Additional Amendment of the Five-Year Credit Agreement. Effective as of the Effective Date, the Five-Year
Credit Agreement is hereby amended as follows (the Five-Year Credit Agreement, as so amended by this Paragraph 2 and as extended pursuant to Paragraph 1, the “Amended Five-Year Credit Agreement”): 

a. The following defined terms are hereby added to Section 1.01 of the Five-Year Credit Agreement in appropriate
alphabetical order: 
 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU
Bail-In Legislation Schedule. 
 “EEA Financial Institution” means (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution 







 
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time. 
 “Write-Down and Conversion Powers” means, with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule. 
 b. Clause (d) of the definition of “Defaulting Lender” in
Section 1.01 of the Five-Year Credit Agreement is hereby amended to (1) add the text “(i)” immediately after “(d)” at the beginning of such clause and (2) add the text “or (ii) has become the
subject of a Bail-in Action” immediately after the phrase “reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender”. 

c. Article 4 of the Five-Year Credit Agreement is hereby amended to add the following Section 4.14
immediately after Section 4.13 thereof: 
 Section 4.14. EEA Financial Institution Status. The Company does not
constitute an EEA Financial Institution. 
 d. Article 9 of the Five-Year Credit Agreement is hereby amended to add
the following Section 9.19 immediately after Section 9.18 thereof: 
 Section 9.19. Acknowledgement and
Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Lender that is an EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by: 
 (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-in Action on any such liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such
liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 







 
conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or 

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA
Resolution Authority. 
 3. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, the
Company represents and warrants to each other party hereto that as of the Effective Date this Agreement has been duly executed and delivered by the Company, and this Agreement and the Amended Five-Year Credit Agreement constitute, in each case,
legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws
affecting creditors’ rights generally and by general principles of equity. 
 4. Effective Date. This Agreement and the
extension of and amendments to the Five-Year Credit Agreement set forth in Paragraph 1 and Paragraph 2 above shall become effective on the date hereof, upon receipt by the Administrative Agent of duly executed counterparts of this
Agreement that, when taken together, bear the signatures of the Company, the Administrative Agent and the Required Lenders (such date, the “Effective Date”). The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. 
 5. Effect of Amendments. Except as expressly set forth herein or
in the Amended Five-Year Credit Agreement, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other party under the
Five-Year Credit Agreement or any related document, and shall not alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Five-Year Credit Agreement or any related document,
all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Five-Year Credit Agreement, the Amended Five-Year Credit Agreement or any related document in similar or different circumstances. On and after the Effective Date, each reference in
the Five-Year Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall be deemed a reference to the Amended Five-Year Credit Agreement. For the avoidance of doubt,
this Agreement constitutes an Extension Agreement under the Five-Year Credit Agreement. 
 6. GOVERNING LAW. THIS AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 7. Costs and Expenses. The Company
agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent.

 8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means (including .pdf or .tif) of an executed counterpart of a signature page to this Agreement shall be effective as delivery of
an original executed counterpart of this Agreement. 







 9. Headings. Section headings herein are included for convenience only and shall
not affect the interpretation of this Agreement. 
 10. Severability. If any provision of this Agreement or the Amended
Five-Year Credit Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the Amended Five-Year Credit Agreement shall not be affected or impaired thereby.
The invalidity of a provision hereof or thereof in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  







 
			
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
		
	By:	 	/s/ Robert Grillo
		 	Name: Robert Grillo
		 	Title: Director


  

			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Jeannette Lu
		 	Name: Jeannette Lu
		 	Title: Director


  

			
	The Bank of Tokyo-Mitsubishi UFJ, Ltd. As Lender
		
	By:	 	/s/ Maria Iarriccio
		 	Name: Maria Iarriccio
		 	Title: Director


  

			
	Barclays Bank PLC
		
	By:	 	/s/ Vanessa Kurbatskiy
		 	Name: Vanessa Kurbatskiy
		 	Title: Vice President


  

			
	CITIBANK, N.A.
		
	By:	 	/s/ Millie Schild
		 	Name: Millie Schild
		 	Title: Vice President









 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
		
	By:	 	/s/ Mark Koneval
		 	Name: Mark Koneval
		 	Title: Managing Director
	
	
		
	By:	 	/s/ Gordon Yip
		 	Name: Gordon Yip
		 	Title: Director


  

			
	CREDIT INDUSTRIEL ET COMMERCIAL
		
	By:	 	/s/ Eugene Kenny
		 	Name: Eugene Kenny
		 	Title: Vice President
	
	
		
	By:	 	/s/ Nicolas Regent
		 	Name: Nicolas Regent
		 	Title: Vice President


  

			
	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ Rebecca Kratz
		 	Name: Rebecca Kratz
		 	Title: Authorized Signature


  

			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Robert P. Kellas
		 	Name: Robert P. Kellas
		 	Title: Executive Director









 
			
	LLOYDS BANK PLC,
		
	By:	 	/s/ Erin Walsh
		 	Name: Erin Walsh
		 	 Title: Assistant Vice President


Transaction Execution

 Category A


W004

	
	
		
	By:	 	/s/ Daven Popat
		 	Name: Daven Popat
		 	 Title: Senior Vice President

 Transaction
Execution

 Category A

 P003



  

			
	MIZUHO BANK, LTD
		
	By:	 	/s/ Donna DeMagistris
		 	Name: Donna DeMagistris
		 	Title: Authorized Signatory


  

			
	Morgan Stanley Bank, N.A.
		
	By:	 	/s/ Michael King
		 	Name: Michael King
		 	Title: Authorized Signatory


  

			
	THE NORTHERN TRUST COMPANY
		
	By:	 	/s/ Peter J. Hallan
		 	Name: Peter J. Hallan
		 	Title: Vice President









 
			
	Riyad Bank, Houston Agency
		
	By:	 	/s/ Michael Meiss
		 	Name: Michael Meiss
		 	Title: General Manager
	
	
		
	By:	 	/s/ Paul N. Travis
		 	Name: Paul N. Travis
		 	Title: Vice President & Head of Corporate Finance


  

			
	Royal Bank of Canada
		
	By:	 	/s/ Benjamin Lennon
		 	Name: Benjamin Lennon
		 	Title: Authorized Signatory


  

			
	STATE STREET BANK AND TRUST COMPANY
		
	By:	 	/s/ Kimberly R. Costa
		 	Name: Kimberly R. Costa
		 	Title: Vice President


  

			
	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	/s/ David Kee
		 	Name: David Kee
		 	Title: Managing Director


  

			
	TORONTO DOMINION (NEW YORK) LLC
		
	By:	 	/s/ Savo Bozic
		 	Name: Savo Bozic
		 	Title: Authorized Signatory


  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Jonathan F. Lindvall
		 	Name: Jonathan F. Lindvall
		 	Title: Vice President









 
			
	UniCredit Bank AG, New York Branch
		
	By:	 	/s/ Douglas Riahi
		 	Name: Douglas Riahi
		 	Title: Managing Director
	
	
		
	By:	 	/s/ Peter Daugavietis
		 	Name: Peter Daugavietis
		 	Title: Associate Director


  

			
	Wells Fargo Bank, N.A., as Lender
		
	By:	 	/s/ Adam Spreyer
		 	Name: Adam Spreyer
		 	Title: Vice President


 Agreed and accepted: 
  

			
	LOCKHEED MARTIN CORPORATION
		
	By:	 	/s/ John W. Mollard
		 	Name: John W. Mollard
		 	Title: Vice President and Treasurer

  

			
	BANK OF AMERICA, N.A.,
as Administrative Agent
		
	By:	 	/s/ Mollie S. Canup
		 	Name: Mollie S. Canup
		 	Title: Vice President