Exhibit 10.1



 Exhibit 10.1 
 AMENDMENT NO. 3 TO FIVE-YEAR CREDIT AGREEMENT 
 AMENDMENT dated as of June 27, 2007 to the Five-Year Credit Agreement dated as of
July 15, 2004 (as amended, the “Agreement”) among LOCKHEED MARTIN CORPORATION (the “Company”), the BANKS party thereto (the “Banks”) and JPMORGAN CHASE BANK, N.A., as Syndication Agent,
CITICORP USA, INC., MIZUHO CORPORATE BANK, LTD. and US BANK, N.A., as Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent. 
 W I T
N E S S E T H: 
 WHEREAS, the parties hereto have heretofore entered into the Agreement; 
 WHEREAS, at the date hereof, there are no Loans or Letters of Credit outstanding under the Agreement; and 
 WHEREAS, the parties hereto desire to amend the Agreement as set forth herein; 
 NOW, THEREFORE, the parties hereto agree as follows: 
 SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Agreement shall have the meaning assigned
to such term in the Agreement. Each reference to “hereof, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference
contained in the Agreement shall, after the Amendment Effective Date, refer to the Agreement as amended hereby. 
 SECTION 2. Amended Pricing. The Agreement is amended by replacing the Pricing Schedule set forth as Schedule II attached thereto with the Pricing Schedule set
forth as Schedule II attached hereto. 
 SECTION 3. Extension; Extension Option. (a) The following definitions in Section 1.01 of the Agreement are amended to read as follows: 
 “Commitment Termination Date” means June 27, 2012, or such later date to which the Termination Date may be extended pursuant
to Section 2.17, or if any such date is not a Domestic Business Day, the next preceding Domestic Business Day. 
 “Credit
Exposure” means, with respect to any Bank at any time, (i) the amount of its Commitment (whether used or unused) at such time or (ii) if its Commitment has terminated, the sum of the aggregate outstanding principal amount of its
Loans at such time plus the aggregate amount of its Letter of Credit Liabilities at such time. 







 (b) Article 2 of the Agreement is amended by adding Section 2.17 to read in its entirety as follows:

 SECTION 2.17. Extension Option. (a) So long as at the time no Default shall exist, the Commitment Termination Date may be
extended in the manner set forth in this Section 2.17 for a period of one year from the Commitment Termination Date then in effect; provided that the Commitment Termination Date may only be so extended for two additional one-year
periods. If the Company wishes to request an extension of the Commitment Termination Date, the Company shall give notice to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to each anniversary of
June 27, 2007 that occurs on or prior to the Commitment Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request,
whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice from the Administrative Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have
rejected the Company’s proposal to extend such Bank’s Commitment and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension
Agreement in substantially the form of Exhibit M hereto (the “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of the Banks that have responded affirmatively. No extension of the
Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Banks having more than 50% of the aggregate amount of the Commitments. 

(b) If any Bank rejects, or is deemed to have rejected, the Company’s proposal to extend such Bank’s Commitment, (A) subject to
(B) below, this Agreement shall terminate on the Commitment Termination Date then in effect with respect to such Bank, and the Company shall pay to such Bank on such Commitment Termination Date any amounts due and payable to such Bank on such
date and (B) the Company may, if it so elects, require any Bank that does not elect to extend its Commitment to assign its Commitment in its entirety to one or more Eligible Assignees pursuant to Section 9.01 (b) which Eligible
Assignees will agree to the extension of the Commitment Termination Date. On the date of termination of any Bank’s Commitment as contemplated by clause (A) of the first sentence of this subsection (b), the respective participations of the
other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination and, if applicable, any assignment pursuant to clause (B) of the first sentence of this
subsection (b), and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that the Company shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit
within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having
done so. 
  

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 (c) The second sentence of Section 9.01(b) of the Agreement is amended by adding the phrase
“which shall result in payment to the Retiring Bank, either by the Company or the assignee, of all amounts which would have been payable upon termination of its Commitment pursuant to Section 9.01(a)” immediately following the first
reference to “Section 9.08.” 
 (d) The Administrative Agent shall promptly notify the Banks of the effectiveness of each
extension of the Commitments pursuant to this Section 2.17. 
 (c) The Credit Agreement is amended by adding Exhibit M in the form of Exhibit M
attached hereto. 
 SECTION 4.
Change in Commitments. With effect from and including the Amendment Effective Date, the Commitment of each Bank shall be the amount set forth opposite the name of such Bank on the Commitment Schedule set forth as Schedule I attached hereto,
which shall replace the Commitment Schedule set forth as Schedule I to the Agreement. Any Bank under the Agreement not listed on such Commitment Schedule (a “Departing Bank”) shall upon the Amendment Effective Date cease to be a
Bank party to the Agreement and all accrued fees and other amounts payable under the Agreement for the account of each Departing Bank shall be due and payable on such date; provided that the provisions of Sections 8.01, 8.03 and 9.04 of the
Agreement shall continue to inure to the benefit of each Departing Bank. 
 SECTION 5. Representations of the Company. The Company represents and warrants that (i) the representations and warranties set forth in Article 4 of the Agreement shall be true
on and as of the Amendment Effective Date and (ii) no Default shall have occurred and be continuing on such date. 
 SECTION
6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 
 SECTION 7. Counterparts. This Amendment
may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 SECTION 8. Effectiveness. This
Amendment shall become effective on the date (the “Amendment Effective Date”) of receipt by the Administrative Agent from each party listed on the signature pages hereof of a counterpart hereof signed by such party or facsimile or
other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above
written. 
  

					
	LOCKHEED MARTIN CORPORATION
		
	By:	 	/s/ John C. McCarthy
		 	Name:	 	John C. McCarthy
		 	Title:	 	Vice President and Treasurer










					
	JPMORGAN CHASE BANK, N.A., as     Syndication Agent and as Bank
		
	By:	 	/s/ Richard C. Smith
		 	Name:	 	Richard C. Smith
		 	Title:	 	Executive Director










					
	 BANK OF AMERICA, N.A., as
     Administrative Agent and as Bank

		
	By:	 	/s/ Kenneth Beck
		 	Name:	 	Kenneth Beck
		 	Title:	 	Senior Vice President










					
	 CITICORP USA, INC., as
     Documentation Agent and as Bank

		
	By:	 	/s/ Hans Lin
		 	Name:	 	Hans Lin
		 	Title:	 	Vice President










					
	 MIZUHO CORPORATE BANK, LTD.,
     as Documentation Agent and as Bank

		
	By:	 	/s/ Makoto Murata
		 	Name:	 	Makoto Murata
		 	Title:	 	Deputy General Manager










					
	 U.S. BANK, N.A., as Documentation
     Agent and as Bank

		
	By:	 	/s/ Michael P. Dickman
		 	Name:	 	Michael P. Dickman
		 	Title:	 	 Vice President
 U.S. Bank, N.A.











					
	BARCLAYS BANK PLC
		
	By:	 	/s/ Nicholas Bell
		 	Name:	 	Nicholas Bell
		 	Title:	 	Director










					
	BNP PARIBAS
		
	By:	 	/s/ Rick Pace
		 	Name:	 	Rick Pace
		 	Title:	 	Managing Director


  

					
		
	By:	 	/s/ Angela Bentley-Arnold
		 	Name:	 	Angela Bentley-Arnold
		 	Title:	 	Director










					
	CALYON NEW YORK BRANCH
		
	By:	 	/s/ Olivier AUDEMARD
		 	Name:	 	Olivier AUDEMARD
		 	Title:	 	Managing Director & Head of the Specialized Industries
		
	By:	 	/s/ Sylvain ESTIVAL
		 	Name:	 	Sylvain ESTIVAL
		 	Title:	 	Vice President Export Finance










					
	COMMERZBANK AG, NEW YORK     AND GRAND CAYMAN BRANCHES
		
	By:	 	/s/ Karsten Duhn
		 	Name:	 	Karsten Duhn
		 	Title:	 	Vice President
		
	By:	 	/s/ Barbara Peters
		 	Name:	 	Barbara Peters
		 	Title:	 	Assistant Vice President










					
	LLOYDS TSB BANK PLC
		
	By:	 	/s/ Windsor R. Davies
		 	Name:	 	Windsor R. Davies
		 	Title:	 	 Managing Director
 Corporate Banking USA
 D061

		
	By:	 	/s/ Mario Del Duca
		 	Name:	 	Mario Del Duca
		 	Title:	 	 Associate Director
 Corporate Banking USA
 D029











					
	THE ROYAL BANK OF SCOTLAND     PLC
		
	By:	 	/s/ L. Peter Yetman
		 	Name:	 	L. Peter Yetman
		 	Title:	 	Senior Vice President










					
	WACHOVIA BANK, NATIONAL     ASSOCIATION
		
	By:	 	/s/ Robert G. McGill Jr.
		 	Name:	 	Robert G. McGill Jr.
		 	Title:	 	Director










					
	INTESA SANPAOLO S.p.A
		
	By:	 	/s/ John J. Michalisin
		 	Name:	 	John J. Michalisin
		 	Title:	 	First Vice President
		
	By:	 	/s/ Francesco Di Mario
		 	Name:	 	Francesco Di Mario
		 	Title:	 	 First Vice President
 & Credit Manager











					
	AUSTRALIA AND NEW ZEALAND     BANKING GROUP LIMITED
		
	By:	 	/s/ John W. Wade
		 	Name:	 	John W. Wade
		 	Title:	 	Director










					
	THE BANK OF NEW YORK
		
	By:	 	/s/ J. David Parker, Jr.
		 	Name:	 	J. David Parker, Jr.
		 	Title:	 	Vice President










					
	 THE BANK OF TOKYO—
     MITSUBISHI UFJ, LTD., NEW     YORK BRANCH

		
	By:	 	/s/ J. Carlos
		 	Name:	 	J. Carlos
		 	Title:	 	Authorized Signatory










													
	BAYERISCHE LANDESBANK, Cayman Islands Branch
					
	By:	 	/s/ Nikolai von Mengden	 		 	By:	 	/s/ Annette Schmidt
		 	Nikolai von Mengden	 		 		 	Annette Schmidt
	Title:	 	Senior Vice President	 		 	Title:	 	First Vice President









					
	BEAR STEARNS CORPORATE     LENDING INC.
		
	By:	 	/s/ Randall Trombley
		 	Name:	 	Randall Trombley
		 	Title:	 	Authorized Signatory










					
	 WILLIAM STREET COMMITMENT     CORPORATION (Recourse only to
     assets of William Street Commitment     Corporation)

		
	By:	 	/s/ Mark Walton
		 	Name:	 	Mark Walton
		 	Title:	 	Assistant Vice-President










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










					
	MORGAN STANLEY BANK
		
	By:	 	/s/ Daniel Twenge
		 	Name:	 	Daniel Twenge
		 	Title:	 	 Authorized Signatory
 Morgan Stanley Bank











					
	THE BANK OF NOVA SCOTIA
		
	By:	 	/s/ Brian Allen
		 	Name:	 	Brian Allen
		 	Title:	 	Managing Director










					
	STATE STREET BANK AND TRUST     COMPANY
		
	By:	 	/s/ Juan G. Sierra
		 	Name:	 	Juan G. Sierra
		 	Title:	 	Vice President










					
	SUMITOMO MITSUI BANKING     CORPORATION
		
	By:	 	/s/ Leo E. Pagarigan
		 	Name:	 	Leo E. Pagarigan
		 	Title:	 	General Manager










					
	SUNTRUST BANK
		
	By:	 	/s/ William C. Washburn, Jr.
		 	Name:	 	William C. Washburn, Jr.
		 	Title:	 	Vice President










					
	WELLS FARGO BANK, NATIONAL     ASSOCIATION
		
	By:	 	/s/ Lori Avedikian
		 	Name:	 	Lori Avedikian
		 	Title:	 	Vice President










					
	WESTLB AG, NEW YORK BRANCH
		
	By:	 	/s/ Christian Ruehmer
		 	Name:	 	Christian Ruehmer
		 	Title:	 	Managing Director
		
	By:	 	/s/ David Pascual
		 	Name:	 	David Pascual
		 	Title:	 	Associate Director










					
	BMO CAPITAL MARKETS     FINANCING, INC.
		
	By:	 	/s/ Joseph W. Linder
		 	Name:	 	Joseph W. Linder
		 	Title:	 	Vice President










					
	 BANCO BILBAO VIZCAYA
     ARGENTARIA S.A.

		
	By:	 	/s/ Mr. Emilio de las Heras
		 	Name:	 	Mr. Emilio de las Heras
		 	Title:	 	Head of New York
		
	By:	 	/s/ John Martini
		 	Name:	 	John Martini
		 	Title:	 	Vice President
		 		 	Corporate Banking










					
	RIYAD BANK, HOUSTON AGENCY
		
	By:	 	/s/ William B. Shepard
		 	Name:	 	William B. Shepard
		 	Title:	 	General Manager
		
	By:	 	/s/ Paul N. Travis
		 	Name:	 	Paul N. Travis
		 	Title:	 	Vice President & Head of Corporate Finance










					
	UBS LOAN FINANCE LLC
		
	By:	 	/s/ Irja R. Otsa
		 	Name:	 	Irja R. Otsa
		 	Title:	 	Associate Director
		
	By:	 	/s/ Mary E. Evans
		 	Name:	 	Mary E. Evans
		 	Title:	 	Associate Director









 Schedule I 
  

			
	 Bank
	  	Commitment
	JPMorgan Chase Bank, N. A.	  	$86,250,000
	Bank of America, N. A	  	$86 250 000
	Citicorp USA, Inc.	  	$71,250,000
	Mizuho Corporate Bank, Ltd.	  	$71,250,000
	US Bank, N.A.	  	$71,250,000
	The Royal Bank of Scotland plc	  	$64,375,000
	Calyon New York Branch	  	$55,000,000
	Barclays Bank plc	  	$54,375,000
	BNP Paribas	  	$53,750,000
	Wachovia Bank, National Association	  	$53,750,000
	Intesa SanPaolo S.p.A	  	$52,500,000
	Morgan Stanley Bank	  	$51,250,000
	William Street Commitment Corporation	  	$50,000,000
	Lloyds TSB Bank plc	  	$48,750,000
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch	  	$75,000,000
	The Bank of Nova Scotia	  	$37,500,000
	Sumitomo Mitsui Banking Corporation	  	$37,500,000
	Bear Stearns Corporate Lending Inc.	  	$37,500,000
	Wells Fargo Bank, National Association	  	$37,500,000
	The Bank of New York	  	$37,500,000
	Bayerische Landesbank, Cayman Islands Branch	  	$37,500,000
	SunTrust Bank	  	$37,500,000
	Australia and New Zealand Banking Group Limited	  	$37,500,000
	WESTLB AG, New York Branch	  	$37,500,000
	State Street Bank and Trust Company	  	$37,500,000
	The Northern Trust Company	  	$37,500,000
	UBS Loan Finance LLC	  	$37,500,000
	Riyad Bank, Houston Agency	  	$26,250,000
	Banco Bilbao Vizcaya Argentaria S.A.	  	$26,250,000
	BMO Capital Markets Financing, Inc. (formerly known as Harris Nesbitt Financing,
Inc.)	  	$26,250,000
	Commerzbank AG, New York and Grand Cayman Branches	  	$26,250,000








 Schedule II 
 PRICING SCHEDULE 
 The “Eurodollar Margin” and “Facility Fee Rate” for any day are the respective
rates per annum set forth below in the applicable row and column corresponding to the Pricing Level and Usage that apply on such day: 
  

											
	 Pricing
	  	Level I	  	Level II	  	Level III	  	Level IV	  	Level V
	 Eurodollar Margin:
	  		  		  		  		  	
	 Usage < 50%
	  	13.5  bps	  	15.0  bps	  	19.0  bps	  	28.0  bps	  	35.0  bps
	 Usage > 50%
	  	16.0  bps	  	17.5  bps	  	24.0  bps	  	33.0  bps	  	40.0  bps
						
	 Facility Fee Rate
	  	4.0  bps	  	5.0  bps	  	6.0  bps	  	7.0  bps	  	10.0  bps

 For purposes of this Schedule, the following terms have the following meanings (subject to the final
paragraph of this Schedule): 
 “Level I Pricing” applies on any day if on such day the Company’s unsecured long-term debt is
rated A+ or higher by S&P or A1 or higher by Moody’s. 
 “Level II Pricing” applies on any day if on such day Level I
Pricing does not apply and the Company’s unsecured long-term debt is rated A or higher by S&P or A2 or higher by Moody’s. 
 “Level III Pricing” applies on any day if on such day none of Level I Pricing or Level II Pricing applies and the Company’s unsecured long-term debt is rated A- or higher by S&P or A3 or higher by
Moody’s. 
 “Level IV Pricing” applies on any day if on such day none of Level I Pricing, Level II Pricing or Level III Pricing
applies and the Company’s unsecured long-term debt is rated BBB+ or higher by S&P or Baal or higher by Moody’s. 
 “Level
V Pricing” applies on any day if no other Pricing Level applies. 
 “Moody’s” means Moody’s Investors Service, Inc.
and its successors. 
 “Pricing Level” refers to the determination of which of Level I Pricing, Level II Pricing, Level III Pricing,
Level IV Pricing or Level V Pricing applies. Level I Pricing is the lowest Pricing Level and Level V Pricing the highest. 
 “S&P”
means Standard & Poor’s Ratings Services and its successors. 
  

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 The “Usage” applicable to any date is the percentage equivalent of a fraction the numerator of
which is the sum of the aggregate outstanding principal amount of the Loans plus the aggregate Letter of Credit Liabilities at such date and the denominator of which is the aggregate amount of the Commitments at such date. If for any reason any
Loans remain outstanding following the termination of the Commitments, Usage will be deemed to be 100%. 
 The credit ratings to be utilized for
purposes of this Pricing Schedule are those assigned to the senior unsecured long-term debt securities of the Company without third-party credit enhancement, and any rating assigned to any other debt security of the Company shall be disregarded. The
credit ratings in effect on any day are those in effect at the close of business on such day. If the Company is split-rated and the ratings differential is one notch, the higher of the two ratings will apply (e.g., BBB+/Baa2 results in Level
IV Pricing). If the Company is split-rated and the ratings differential is more than one notch, the average of the two ratings (or the higher of two intermediate ratings) shall be used (e.g., A-/Baa2 results in Level IV Pricing, as does
A-/Baa3). If the Company receives notice from a Rating Agency of a change in the rating of its senior unsecured long-term debt, the Company will advise the Administrative Agent. 
  

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 EXHIBIT M 
 FORM OF EXTENSION AGREEMENT 
 Bank of America, N.A., 
 as Administrative Agent 
 under the Five-Year Credit Agreement 
 referred to below 
 Ladies and Gentlemen: 
 The undersigned hereby agrees to extend, effective [Extension Date], the Commitment Termination Date under the Five-Year Credit Agreement dated as of July 15, 2004 (as amended from time to time, the “Five-Year Credit
Agreement”) among Lockheed Martin Corporation, the Banks party thereto and Bank of America, N.A., as Administrative Agent, for one year to [date to which the Commitment Termination Date is extended]. Terms defined in the Five-Year Credit
Agreement are used herein with the same meaning. 
 This Extension Agreement shall be construed in accordance with and governed by the law of the State
of New York. 
  

			
	[BANKS]
		
	By:	 	  
		 	 Name:
 Title:



  

			
	Agreed and accepted:
	
	LOCKHEED MARTIN CORPORATION
		
	By:	 	  
		 	 Name:
 Title:


  

			
	 BANK OF AMERICA, N.A.,
 as Agent

		
	By:	 	  
		 	 Name:
 Title: