Stockholders' Equity as
reported by the Company:
Actual leverage (A)/(A+B):
Maximum Allowable Leverage:
%
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IN WITNESS WHEREOF, the undersigned has executed this Certificate on the date
set forth below.
LOCKHEED MARTIN CORPORATION
Name:
Title:
Dated:
, 20
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EXHIBIT J
ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT dated as of
, 20
between [ASSIGNOR] (the
"Assignor") and [ASSIGNEE] (the "Assignee").
W I T N E S S E T H
WHEREAS, this Assignment and Assumption Agreement (the "Assignment") relates to
the Five-Year Credit Agreement dated as of August 26, 2011 among Lockheed Martin
Corporation (the "Company"), the Assignor and the other Lenders party thereto,
as Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent, Citibank, N.A., The
Royal Bank of Scotland plc and Wells Fargo Bank, National Association, as
Documentation Agents, and Bank of America, N.A., as Administrative Agent (the
"Credit Agreement");
WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment
to make Loans to the Company in an aggregate principal amount at any time
outstanding not to exceed $
;
WHEREAS, [Committed] Loans made to the Company by the Assignor under the Credit
Agreement in the aggregate principal amount of $
are outstanding at
the date hereof;
WHEREAS, the Assignor has Letter of Credit Liabilities in an aggregate amount of
$
under the Credit Agreement at the date hereof; and
WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of
the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $
(the "Assigned
Amount"), together with a corresponding portion of each of its outstanding
[Committed] Loans and Letter of Credit Liabilities, and the Assignee proposes to
accept such assignment and assume the corresponding obligations of the Assignor
under the Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined herein have
the respective meanings set forth in the Credit Agreement.
SECTION 2. Assignment. The Assignor hereby assigns and sells to the Assignee all
of the rights of the Assignor under the Credit Agreement to the extent of the
Assigned Amount and a corresponding portion of each of its outstanding
[Committed] Loans and of its Letter of Credit Liabilities, and the
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Assignee hereby accepts such assignment from the Assignor and assumes all of the
obligations of the Assignor under the Credit Agreement to the extent of the
Assigned Amount. Upon the execution and delivery hereof by the Assignor and the
Assignee [and the execution of the consent attached hereto by the Company, each
Issuing Lender, and the Administrative Agent] 4 and the payment of the amounts
specified in Section 3 required to be paid on the date hereof, (i) the Assignee
shall, as of the date hereof, succeed to the rights and be obligated to perform
the obligations of a Lender under the Credit Agreement with a Commitment in an
amount