{"id":41073,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-lockheed-martin-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-lockheed-martin-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-lockheed-martin-corp.html","title":{"rendered":"Indenture – Lockheed Martin Corp."},"content":{"rendered":"

LOCKHEED MARTIN CORPORATION <\/strong><\/p>\n

AS ISSUER <\/strong><\/p>\n

AND <\/strong><\/p>\n

U.S. BANK NATIONAL ASSOCIATION <\/strong><\/p>\n

AS TRUSTEE <\/strong><\/p>\n

INDENTURE <\/em><\/p>\n

DATED AS OF SEPTEMBER 6, 2011 <\/em><\/p>\n

\n

TABLE OF CONTENTS<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.01.<\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.03.<\/p>\n<\/td>\n

<\/td>\n\n

Incorporation by Reference of TIA<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.04.<\/p>\n<\/td>\n

<\/td>\n\n

Rules of Construction<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 2 THE SECURITIES<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.01.<\/p>\n<\/td>\n

<\/td>\n\n

Form and Dating<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.02.<\/p>\n<\/td>\n

<\/td>\n\n

Execution and Authentication<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.03.<\/p>\n<\/td>\n

<\/td>\n\n

Title, Amount and Terms of Securities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.04.<\/p>\n<\/td>\n

<\/td>\n\n

Registrar and Paying Agent<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.05.<\/p>\n<\/td>\n

<\/td>\n\n

Paying Agent to Hold Money in Trust<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.06.<\/p>\n<\/td>\n

<\/td>\n\n

Securityholder Lists<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.07.<\/p>\n<\/td>\n

<\/td>\n\n

Transfer and Exchange<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.08.<\/p>\n<\/td>\n

<\/td>\n\n

Replacement Securities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.09.<\/p>\n<\/td>\n

<\/td>\n\n

Outstanding Securities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.10.<\/p>\n<\/td>\n

<\/td>\n\n

Temporary Securities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.11.<\/p>\n<\/td>\n

<\/td>\n\n

Cancellation<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.12.<\/p>\n<\/td>\n

<\/td>\n\n

Defaulted Interest<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.13.<\/p>\n<\/td>\n

<\/td>\n\n

Currency and Manner of Payments in Respect of Securities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.14.<\/p>\n<\/td>\n

<\/td>\n\n

Appointment and Resignation of Currency Determination Agent<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 3 REDEMPTION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.01.<\/p>\n<\/td>\n

<\/td>\n\n

Applicability of this Article<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.02.<\/p>\n<\/td>\n

<\/td>\n\n

Notices to Trustee<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.03.<\/p>\n<\/td>\n

<\/td>\n\n

Selection of Securities to be Redeemed<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.04.<\/p>\n<\/td>\n

<\/td>\n\n

Notice of Redemption<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.05.<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Notice of Redemption<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.06.<\/p>\n<\/td>\n

<\/td>\n\n

Deposit of Redemption Price<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.07.<\/p>\n<\/td>\n

<\/td>\n\n

Securities Redeemed in Part<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 4 COVENANTS<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.01.<\/p>\n<\/td>\n

<\/td>\n\n

Certain Definitions<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.02.<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Securities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.03.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Liens<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.04.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Sale-Leaseback Transactions<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.05.<\/p>\n<\/td>\n

<\/td>\n\n

No Lien Created, etc.<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.06.<\/p>\n<\/td>\n

<\/td>\n\n

Compliance Certificate<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.07.<\/p>\n<\/td>\n

<\/td>\n\n

SEC Reports<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– i –<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 5 SUCCESSOR CORPORATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.01.<\/p>\n<\/td>\n

<\/td>\n\n

When the Corporation May Merge, etc.<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.02.<\/p>\n<\/td>\n

<\/td>\n\n

When Securities Must be Secured<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 6 DEFAULTS AND REMEDIES<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.01.<\/p>\n<\/td>\n

<\/td>\n\n

Events of Default<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.02.<\/p>\n<\/td>\n

<\/td>\n\n

Acceleration<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.03.<\/p>\n<\/td>\n

<\/td>\n\n

Other Remedies<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.04.<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Past Defaults<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.05.<\/p>\n<\/td>\n

<\/td>\n\n

Control by Majority<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.06.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Suits<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.07.<\/p>\n<\/td>\n

<\/td>\n\n

Rights of Holders to Receive Payment<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.08.<\/p>\n<\/td>\n

<\/td>\n\n

Collection Suit by Trustee<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.09.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee May File Proofs of Claim<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.10.<\/p>\n<\/td>\n

<\/td>\n\n

Priorities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.11.<\/p>\n<\/td>\n

<\/td>\n\n

Undertaking for Costs<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 7 TRUSTEE<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.01.<\/p>\n<\/td>\n

<\/td>\n\n

Duties of Trustee<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.02.<\/p>\n<\/td>\n

<\/td>\n\n

Rights of Trustee<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.03.<\/p>\n<\/td>\n

<\/td>\n\n

Individual Rights of Trustee, etc.<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.04.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee153s Disclaimer<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.05.<\/p>\n<\/td>\n

<\/td>\n\n

Notice of Defaults<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.06.<\/p>\n<\/td>\n

<\/td>\n\n

Reports by Trustee to Holders<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.07.<\/p>\n<\/td>\n

<\/td>\n\n

Compensation and Indemnity<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.08.<\/p>\n<\/td>\n

<\/td>\n\n

Replacement of Trustee<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.09.<\/p>\n<\/td>\n

<\/td>\n\n

Successor Trustee by Merger, etc.<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.10.<\/p>\n<\/td>\n

<\/td>\n\n

Eligibility; Disqualification<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.11.<\/p>\n<\/td>\n

<\/td>\n\n

Preferential Collection of Claims Against Corporation<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 8 SATISFACTION, DISCHARGE AND DEFEASANCE<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.01.<\/p>\n<\/td>\n

<\/td>\n\n

Satisfaction and Discharge Under Limited Circumstances<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.02.<\/p>\n<\/td>\n

<\/td>\n\n

Satisfaction and Discharge of Indenture<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.03.<\/p>\n<\/td>\n

<\/td>\n\n

Defeasance of Certain Obligations<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.04.<\/p>\n<\/td>\n

<\/td>\n\n

Application of Trust Money<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.05.<\/p>\n<\/td>\n

<\/td>\n\n

Repayment to Corporation<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.01.<\/p>\n<\/td>\n

<\/td>\n\n

Without Consent of Holders<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.02.<\/p>\n<\/td>\n

<\/td>\n\n

With Consent of Holders<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.03.<\/p>\n<\/td>\n

<\/td>\n\n

Compliance with Trust Indenture Act of 1939<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.04.<\/p>\n<\/td>\n

<\/td>\n\n

Revocation and Effect of Consents<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.05.<\/p>\n<\/td>\n

<\/td>\n\n

Notation on or Exchange of Securities<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.06.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee to Sign Amendments, etc.<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– ii –<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 10 MISCELLANEOUS<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.01.<\/p>\n<\/td>\n

<\/td>\n\n

TIA Controls<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.02.<\/p>\n<\/td>\n

<\/td>\n\n

Notices<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.03.<\/p>\n<\/td>\n

<\/td>\n\n

Communication by Holders with Other Holders<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.04.<\/p>\n<\/td>\n

<\/td>\n\n

Certificate and Opinion as to Conditions Precedent<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.05.<\/p>\n<\/td>\n

<\/td>\n\n

Statements Required in Certificate or Opinion<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.06.<\/p>\n<\/td>\n

<\/td>\n\n

When Treasury Securities Disregarded<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.07.<\/p>\n<\/td>\n

<\/td>\n\n

Rules by Trustee, Paying Agent and Registrar<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.08.<\/p>\n<\/td>\n

<\/td>\n\n

Legal Holidays<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.09.<\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.10.<\/p>\n<\/td>\n

<\/td>\n\n

No Adverse Interpretation of Other Agreements<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.11.<\/p>\n<\/td>\n

<\/td>\n\n

No Recourse Against Others<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.12.<\/p>\n<\/td>\n

<\/td>\n\n

Securities in a Foreign Currency<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.13.<\/p>\n<\/td>\n

<\/td>\n\n

Judgment Currency<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.14.<\/p>\n<\/td>\n

<\/td>\n\n

Successors<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.15.<\/p>\n<\/td>\n

<\/td>\n\n

Duplicate Originals<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.16.<\/p>\n<\/td>\n

<\/td>\n\n

Acts of Holders; Record Dates<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.17.<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Jury Trial<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.18.<\/p>\n<\/td>\n

<\/td>\n\n

Force Majeure<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.19.<\/p>\n<\/td>\n

<\/td>\n\n

Counterparts<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.20.<\/p>\n<\/td>\n

<\/td>\n\n

Patriot Act<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

NOTE:<\/p>\n<\/td>\n

\n

This Table of Contents shall not, for any purpose, be deemed to be a part of
\nthe Indenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– iii –<\/p>\n

\n

INDENTURE <\/strong><\/p>\n

INDENTURE dated as of September 6, 2011, between Lockheed Martin Corporation,
\na Maryland corporation, as the Corporation, and U.S. Bank National Association,
\na national banking association, as Trustee.<\/p>\n

Each party agrees as follows for the benefit of the other party and, as to
\neach series of Securities, for the equal and ratable benefit of the Holders of
\nthat series of the Corporation153s Securities issued pursuant to this Indenture:\n<\/p>\n

ARTICLE 1 <\/strong><\/p>\n

DEFINITIONS AND INCORPORATION BY REFERENCE <\/strong>\n<\/p>\n

SECTION 1.01. Definitions<\/u>.<\/p>\n

“Agent” means any Registrar, Paying Agent or co-registrar.<\/p>\n

“Board of Directors” means the Board of Directors, or any duly appointed
\ncommittee of the Board of Directors, of the Corporation.<\/p>\n

“Board Resolution” means a resolution of the Board of Directors or of a
\ncommittee or person to which or to whom the Board of Directors has properly
\ndelegated the appropriate authority, a copy of which has been certified by the
\nSecretary or an Assistant Secretary of the Corporation to have been duly adopted
\nby the Board of Directors or such committee or person and to be in full force
\nand effect on the date of such certification and delivered to the Trustee.<\/p>\n

“Business Day,” when used with respect to any particular Place of Payment,
\nmeans each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
\nwhich banking institutions in that Place of Payment are authorized or obligated
\nby law to close, and shall otherwise mean each Monday, Tuesday, Wednesday,
\nThursday and Friday which is not a day on which banking institutions, at the
\nplace where any specified act pursuant to this Indenture is to occur, are
\nauthorized or obligated by law to close.<\/p>\n

“Conversion Event” means, in the good faith judgment of the Corporation, the
\nunavailability of any Foreign Currency or currency unit, due to the imposition
\nof exchange controls or other circumstances beyond the control of the
\nCorporation.<\/p>\n

“Corporation” means the party named as such in this Indenture until a
\nsuccessor replaces it and thereafter means the successor.<\/p>\n

1<\/p>\n

\n

“Currency Determination Agent,” with respect to Securities of any series,
\nmeans a New York Clearing House bank designated pursuant to Section 2.03 or
\nSection 2.14.<\/p>\n

“Default” means any event that is, or after notice or passage of time or both
\nwould be, an Event of Default.<\/p>\n

“Depositary” means, with respect to the Securities of any series issuable or
\nissued in whole or in part in the form of one or more Global Securities, the
\nparty designated as Depositary by the Corporation pursuant to Section 2.03 until
\na successor Depositary shall have become such pursuant to the applicable
\nprovisions hereof, and thereafter “Depositary” shall mean or include each party
\nthat then is a Depositary hereunder, and if at any time there is more than one
\nsuch party, “Depositary” as used with respect to the Securities on any such
\nseries shall mean the Depositary with respect to the Securities of that series.\n<\/p>\n

“Discounted Security” means any Security that provides for an amount
\n(excluding any amounts attributable to accrued but unpaid interest) less than
\nits principal amount to be due and payable upon a declaration of acceleration of
\nthe maturity of the Security pursuant to Section 6.02.<\/p>\n

“Dollars” and the sign “$” mean the currency of the United States of America
\nas at the time of payment is legal tender for the payment of public and private
\ndebts.<\/p>\n

“Exchange Act” means the Securities Exchange Act of 1934, as it may be
\namended from time to time.<\/p>\n

“Exchange Rate Officers153 Certificate” means a certificate or facsimile
\nthereof setting forth (i) the applicable Market Exchange Rate and (ii) the
\nDollar, Foreign Currency or currency unit amounts of principal and interest, if
\nany (on an aggregate basis and on the basis of a Security having the
\ndenomination principal amount determined in accordance with Section 2.03 in the
\nrelevant currency or currency unit), payable with respect to a Security of any
\nseries on the basis of such Market Exchange Rate, which is signed by any Officer
\nof the Corporation.<\/p>\n

“Foreign Currency” means a currency issued by the government of any country
\nother than the United States of America or a currency established by a group of
\ncountries as a common legal currency such as the “Euro”.<\/p>\n

“Global Security” means a Security evidencing all or a part of a series of
\nSecurities, issued to the Depositary for such series in accordance with Section
\n2.01, and bearing the legend prescribed in Section 2.01.<\/p>\n

“Holder” or “Securityholder” means the person in whose name a Security is
\nregistered on the Registrar153s books.<\/p>\n

“Indenture” means this Indenture as it may be amended or supplemented from
\ntime to time.<\/p>\n

2<\/p>\n

\n

“Market Exchange Rate” means (i) for any conversion involving a currency unit
\non the one hand and Dollars or any Foreign Currency on the other, the exchange
\nrate between the relevant currency unit and Dollars or such Foreign Currency
\ncalculated by the method specified pursuant to Section 2.03 for the Securities
\nof the relevant series, (ii) for any conversion of Dollars into any Foreign
\nCurrency, the noon (New York City time) buying rate for such Foreign Currency
\nfor cable transfers quoted in New York City as certified for customs purposes by
\nthe Federal Reserve Bank of New York, (iii) for any conversion of one Foreign
\nCurrency into Dollars or another Foreign Currency, the spot rate at noon local
\ntime in the relevant market at which, in accordance with normal banking
\nprocedures, the Dollars or Foreign Currency into which conversion is being made
\ncould be purchased with the Foreign Currency from which conversion is being made
\nfrom major banks located in either New York City, London or any other principal
\nmarket for Dollars or such purchased Foreign Currency, in each case determined
\nby the applicable Currency Determination Agent in its sole discretion and
\nwithout liability on its part. In the event of the unavailability of any of the
\nexchange rates provided for in the foregoing clauses (i), (ii) and (iii), the
\nCurrency Determination Agent shall use, in its sole discretion and without
\nliability on its part, such quotation of the Federal Reserve Bank of New York as
\nof the most recent available date, or quotations from one or more major banks in
\nNew York City, London or any other principal market for such currency or
\ncurrency unit in question, or such other quotations as the Currency
\nDetermination Agent shall deem appropriate. Unless otherwise specified by the
\nCurrency Determination Agent, if there is more than one market for dealing in
\nany currency or currency unit by reason of foreign exchange regulations or
\notherwise, the market to be used with respect to such currency or currency unit
\nshall be that upon which a nonresident issuer of securities designated in such
\ncurrency or currency unit would purchase such currency or currency unit in order
\nto make payments with respect to such securities. For purposes of this
\ndefinition, a “nonresident issuer” shall mean an issuer that is not a resident
\nof the country or countries that issue such currency or whose currencies are
\nincluded in such currency unit.<\/p>\n

“Officer” means the Chairman of the Board, the Chief Executive Officer, the
\nPresident, the Chief Operating Officer, any Executive Vice President, Senior
\nVice President or Vice President, the Treasurer or the Secretary of the
\nCorporation.<\/p>\n

“Officers153 Certificate” means a certificate signed by two Officers or by an
\nOfficer and an Assistant Treasurer or Assistant Secretary of the Corporation.\n<\/p>\n

“Opinion of Counsel” means a written opinion from legal counsel. The counsel
\nmay be an employee of or counsel to the Corporation.<\/p>\n

“Place of Payment” means, when used with respect to the Securities of any
\nparticular series, the place or places where the principal of and interest, if
\nany, on the Securities of that series are payable, as contemplated by Section
\n2.03.<\/p>\n

“principal” of a Security means the principal of the Security (or if such
\nSecurity was issued with original issue discount, the face amount of such
\nSecurity less the remaining unamortized portion of the original issue discount
\nof such Security) plus, when appropriate, the premium, if any, on the Security.\n<\/p>\n

3<\/p>\n

\n

“Responsible Officer” means any officer of the Trustee in its corporate trust
\ndepartment or any other officer of the Trustee who customarily performs
\nfunctions similar to those performed by the persons who at the time shall be
\nsuch officers, and also means, with respect to a particular corporate trust
\nmatter, any other officer of the Trustee to whom such matter is referred because
\nof his or her knowledge of and familiarity with the particular subject and who
\nshall have direct responsibility for the administration of this Indenture.<\/p>\n

“SEC” means the Securities and Exchange Commission.<\/p>\n

“Securities” means the securities issued pursuant to this Indenture from time
\nto time, as such securities may be amended or supplemented from time to time.\n<\/p>\n

“series” when used with respect to the Securities means all Securities
\nbearing the same title and identified as part of a single series of Securities
\nby a Board Resolution.<\/p>\n

“TIA” means the Trust Indenture Act of 1939, as in effect (unless otherwise
\nstated herein) on the date of this Indenture.<\/p>\n

“Trustee” means the party named as such in this Indenture until a successor
\nreplaces it and thereafter means the successor. The term “Trustee” includes any
\nadditional Trustee appointed pursuant to Section 2.03 or Section 7.08 but, if at
\nany time there is more than one Trustee, the term “Trustee” as used with respect
\nto Securities of any series shall mean the Trustee with respect to Securities of
\nthat series.<\/p>\n

“Trust Officer” means a Vice President or any other officer of the Trustee
\nassigned by the Trustee to handle its corporate trust matters and who shall have
\ndirect responsibility for the administration of this Indenture.<\/p>\n

“Uniform Commercial Code” means the Maryland Uniform Commercial Code.<\/p>\n

SECTION 1.02. Other Definitions<\/u>.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/p>\n<\/td>\n

<\/td>\n\n

Defined in
\nSection<\/p>\n<\/td>\n<\/tr>\n

\n

“Attributable Debt”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Bankruptcy Law”<\/p>\n<\/td>\n

<\/td>\n\n

6.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Component Currency”<\/p>\n<\/td>\n

<\/td>\n\n

2.13<\/p>\n<\/td>\n<\/tr>\n

\n

“Consolidated Net Tangible Assets”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Conversion Date”<\/p>\n<\/td>\n

<\/td>\n\n

2.13<\/p>\n<\/td>\n<\/tr>\n

\n

“Custodian”<\/p>\n<\/td>\n

<\/td>\n\n

6.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Debt”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Dollar Equivalent of the Currency Unit”<\/p>\n<\/td>\n

<\/td>\n\n

2.13<\/p>\n<\/td>\n<\/tr>\n

\n

“Dollar Equivalent of the Foreign Currency”<\/p>\n<\/td>\n

<\/td>\n\n

2.13<\/p>\n<\/td>\n<\/tr>\n

\n

“Election Date”<\/p>\n<\/td>\n

<\/td>\n\n

2.13<\/p>\n<\/td>\n<\/tr>\n

\n

“Event of Default”<\/p>\n<\/td>\n

<\/td>\n\n

6.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Judgment Date”<\/p>\n<\/td>\n

<\/td>\n\n

10.13<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“Legal Holiday”<\/p>\n<\/td>\n

<\/td>\n\n

10.08<\/p>\n<\/td>\n<\/tr>\n

\n

“Lien”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Long-Term Debt”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Patriot Act”<\/p>\n<\/td>\n

<\/td>\n\n

10.20<\/p>\n<\/td>\n<\/tr>\n

\n

“Paying Agent”<\/p>\n<\/td>\n

<\/td>\n\n

2.04<\/p>\n<\/td>\n<\/tr>\n

\n

“Principal Property”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Registrar”<\/p>\n<\/td>\n

<\/td>\n\n

2.04<\/p>\n<\/td>\n<\/tr>\n

\n

“Restricted Property”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Restricted Subsidiary”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Sale-Leaseback Transaction”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Specified Amount”<\/p>\n<\/td>\n

<\/td>\n\n

2.13<\/p>\n<\/td>\n<\/tr>\n

\n

“Subsidiary”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“Substitute Date”<\/p>\n<\/td>\n

<\/td>\n\n

10.13<\/p>\n<\/td>\n<\/tr>\n

\n

“United States”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n

\n

“U.S. Government Obligations”<\/p>\n<\/td>\n

<\/td>\n\n

8.02<\/p>\n<\/td>\n<\/tr>\n

\n

“Valuation Date”<\/p>\n<\/td>\n

<\/td>\n\n

2.13<\/p>\n<\/td>\n<\/tr>\n

\n

“Voting Stock”<\/p>\n<\/td>\n

<\/td>\n\n

4.01<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SECTION 1.03. Incorporation by Reference of TIA<\/u>.<\/p>\n

Whenever this Indenture refers to a provision of the TIA, the provision is
\nincorporated by reference in and made a part of this Indenture. The following
\nTIA terms used in this Indenture have the following meanings:<\/p>\n

“Commission” means the SEC;<\/p>\n

“indenture securities” means the Securities;<\/p>\n

“indenture security holder” means a Securityholder;<\/p>\n

“indenture to be qualified” means this Indenture;<\/p>\n

“indenture trustee” or “institutional trustee” means the Trustee; and<\/p>\n

“obligor” on the indenture securities means the Corporation.<\/p>\n

All other TIA terms used in this Indenture that are defined by the TIA,
\ndefined by TIA reference to another statute or defined by SEC rule have the
\nmeanings assigned to them.<\/p>\n

SECTION 1.04. Rules of Construction<\/u>.<\/p>\n

Unless the context otherwise requires:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

a term has the meaning assigned to it;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

an accounting term not otherwise defined has the meaning assigned to it in
\naccordance with generally accepted accounting principles;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

“or” is not exclusive;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

words in the singular include the plural, and in the plural include the
\nsingular;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

any gender used in this Indenture shall be deemed to include the neuter,
\nmasculine or feminine gender; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

provisions apply to successive events and transactions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 2 <\/strong><\/p>\n

THE SECURITIES <\/strong><\/p>\n

SECTION 2.01. Form and Dating<\/u>.<\/p>\n

The Securities shall be issued substantially in the form or forms (including
\nglobal form) as shall be established by or pursuant to a Board Resolution or
\nResolutions or any supplemental indenture, in each case with such appropriate
\ninsertions, omissions, substitutions or other variations as are required or
\npermitted by this Indenture. The Securities may have notations, legends or
\nendorsements required by law, stock exchange rule or usage. Each Security shall
\nbe dated the date of its authentication.<\/p>\n

Notwithstanding the foregoing, if any Security of a series is issuable in the
\nform of a Global Security or Securities, each such Global Security may provide
\nthat it shall represent the aggregate amount of Securities outstanding under the
\nseries from time to time endorsed thereon and also may provide that the
\naggregate amount of Securities outstanding under the series represented thereby
\nmay from time to time be reduced to reflect exchanges. Any endorsement of a
\nGlobal Security to reflect the amount of Securities outstanding under the series
\nrepresented thereby shall be made by the Trustee in accordance with the
\ninstructions of the Corporation and in such manner as shall be specified on such
\nGlobal Security. Any instructions by the Corporation with respect to a Global
\nSecurity, after its initial issuance, shall be in writing but need not comply
\nwith Section 10.04.<\/p>\n

Before the first delivery of a Security of any series to the Trustee for
\nauthentication, the Corporation shall deliver to the Trustee the following:<\/p>\n

(1) the Board Resolution or Resolutions by or pursuant to which the forms and
\nterms of the Security have been approved;<\/p>\n

(2) an Officers153 Certificate of the Corporation dated the date of delivery
\nstating that all conditions precedent provided for in this Indenture relating to
\nthe authentication and delivery of Securities in that series have been complied
\nwith and directing the Trustee to authenticate and deliver the Securities to or
\nupon written order of the Corporation; and<\/p>\n

6<\/p>\n

\n

(3) Opinions of Counsel stating that all conditions precedent provided for in
\nthis Indenture relating to the authentication and delivery of Securities of that
\nseries have been complied with, the form and terms of the series have been
\nestablished by or pursuant to a Board Resolution or resolutions in conformity
\nwith this Indenture, and that Securities in such form when completed by
\nappropriate insertions and executed by the Corporation and delivered by the
\nCorporation to the Trustee for authentication in accordance with this Indenture,
\nauthenticated and delivered by the Trustee in accordance with this Indenture
\nwithin the authorization as to aggregate principal amount established from time
\nto time by the Board of Directors and sold in the manner specified in such
\nOpinions of Counsel will be the legal, valid and binding obligations of the
\nCorporation, entitled to the benefits of this Indenture, subject to applicable
\nbankruptcy, reorganization, insolvency and other similar laws generally
\naffecting creditors153 rights and to general equitable principles, and to such
\nother qualifications as such counsel shall conclude do not materially affect the
\nrights of Holders of Securities of that series or that are customarily included
\nin similar opinions by lawyers experienced in such matters.<\/p>\n

Notwithstanding the foregoing, if the Corporation shall establish pursuant to
\nSection 2.03 that the Securities of a series are to be issued in whole or in
\npart in the form of one or more Global Securities, then the Corporation shall
\nexecute and the Trustee shall, in accordance with this Section, Section 2.02 and
\nthe authentication order of the Corporation with respect to such series,
\nauthenticate and deliver one or more Global Securities in temporary or permanent
\nform that shall (a) represent and be denominated in an aggregate amount equal to
\nthe aggregate principal amount of the Securities of such series to be
\nrepresented by one or more Global Securities, (b) be registered in the name of
\nthe Depositary for such Global Security or Securities or the nominee of such
\nDepositary, (c) be delivered by the Trustee to such Depositary or pursuant to
\nsuch Depositary153s instruction, and (d) bear a legend substantially to the
\nfollowing effect: “Unless and until it is exchanged in whole or in part for
\nSecurities in definitive form, this Security may not be transferred except as a
\nwhole by the Depositary to a nominee of the Depositary or by a nominee of the
\nDepositary to the Depositary or another nominee of the Depositary or by the
\nDepositary or any nominee to a successor Depositary or a nominee of any
\nsuccessor Depositary.”<\/p>\n

SECTION 2.02. Execution and Authentication<\/u>.<\/p>\n

An Officer shall sign the Securities for the Corporation by manual or
\nfacsimile signature in the name of the Corporation.<\/p>\n

If an Officer whose signature is on a Security no longer holds that office at
\nthe time the Trustee authenticates the Security, the Security shall be valid
\nnevertheless.<\/p>\n

A Security shall not be valid until the Trustee manually signs the
\ncertificate of authentication on the Security. The signature shall be conclusive
\nevidence that the Security has been authenticated under this Indenture.<\/p>\n

Notwithstanding the provisions of Section 2.03 and of the preceding
\nparagraphs, if all Securities of a series are not to be originally issued at one
\ntime (including, for example, a series<\/p>\n

7<\/p>\n

\n

constituting a medium-term note program), it shall not be necessary to
\ndeliver the Officers153 Certificate or the Opinions of Counsel otherwise required
\npursuant to Section 2.01 or otherwise required pursuant to such preceding
\nparagraphs at or prior to the time of authentication of each Security of such
\nseries if such documents are delivered at or prior to the time of authentication
\nupon original issuance of the first Security of such series. In such case the
\nTrustee may conclusively rely on the foregoing documents and opinions delivered
\npursuant to Section 2.01 and Section 2.03, and this Section, as applicable
\n(unless revoked by superseding comparable documents or opinions), as to the
\nmatters set forth therein.<\/p>\n

Notwithstanding the foregoing, if any Security shall have been duly
\nauthenticated and delivered hereunder but never issued and sold by the
\nCorporation, and the Corporation shall deliver such Security to the Trustee for
\ncancellation as provided in Section 2.11 together with a written statement
\n(which need not comply with Section 2.01 and need not be accompanied by an
\nOpinion of Counsel) stating that such Security has never been issued and sold by
\nthe Corporation, for all purposes of this Indenture such Security shall be
\ndeemed never to have been authenticated and delivered hereunder and shall never
\nbe entitled to the benefits of this Indenture.<\/p>\n

If any Security of a series shall be represented by a Global Security, then,
\nfor purposes of this Section and Section 2.10, the notation of the record
\nowners153 interest therein upon original issuance of such Security shall be deemed
\nto be delivered in connection with the original issuance of each beneficial
\nowner153s interest in such Global Security.<\/p>\n

The Trustee153s certificate of authentication on all Securities shall be in
\nsubstantially the following form:<\/p>\n

This is one of the Securities of the series designated herein and referred to
\nin the within-mentioned Indenture.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

[Name of Trustee], as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Trustee may appoint an authenticating agent acceptable to the Corporation
\nto authenticate Securities. An authenticating agent may authenticate Securities
\nwhenever the Trustee may do so. Each reference in this Indenture to
\nauthentication by the Trustee includes authentication by an authenticating
\nagent. An authenticating agent has the same rights as an Agent to deal with the
\nCorporation.<\/p>\n

If at any time there shall be an authenticating agent appointed with respect
\nto any series of Securities, then the Trustee153s certificate of authentication to
\nbe borne by the Securities of each such series shall be substantially as
\nfollows:<\/p>\n

This is one of the Securities of the series designated herein and referred to
\nin the within-mentioned Indenture.<\/p>\n

8<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

[Name of Trustee], as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

as Authenticating Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SECTION 2.03. Title, Amount and Terms of Securities<\/u>.<\/p>\n

The principal amount of Securities that may be authenticated and delivered
\nand outstanding under this Indenture is not limited. The Securities may be
\nissued in a total principal amount up to that authorized from time to time by or
\npursuant to relevant Board Resolutions.<\/p>\n

The Securities may be issued in one or more series, each of which shall be
\nissued pursuant to a Board Resolution or Resolutions of the Corporation, which
\nshall specify:<\/p>\n

(1) the title of the Securities of that series (which shall distinguish the
\nSecurities of that series from Securities of all other series);<\/p>\n

(2) any limit on the aggregate principal amount of the Securities of that
\nseries that may be authenticated and delivered under this Indenture (except for
\nSecurities authenticated and delivered upon registration or transfer of, in
\nexchange for or in lieu of other Securities of that series pursuant to Sections
\n2.07, 2.08 or 3.07);<\/p>\n

(3) the date or dates (or the manner of determining the same) on which the
\nprincipal of the Securities of that series is payable (which, if so provided in
\nthe Board Resolution or Resolutions, may be determined by the Corporation from
\ntime to time and set forth in the Securities of that series issued from time to
\ntime);<\/p>\n

(4) the rate or rates, or the method to be used in ascertaining the rate or
\nrates, at which the Securities of that series shall bear interest, if any, the
\nbasis upon which interest shall be calculated if other than that of a 360-day
\nyear of 12 30-day months, the date or dates from which such interest shall
\naccrue (which, in either case or both, if so provided in the Board Resolution or
\nResolutions, may be determined by the Corporation from time to time and set
\nforth in the Securities of that series issued from time to time), the interest
\npayment dates on which such interest shall be payable (or the manner of
\ndetermining the same) and the record date for the interest payable on any
\ninterest payment date;<\/p>\n

(5) if the trustee of that series is other than the Trustee initially named
\nin this Indenture or any successor thereto, the trustee of that series;<\/p>\n

(6) the place or places where the principal of and interest, if any, on
\nSecurities of that series shall be payable;<\/p>\n

9<\/p>\n

\n

(7) the period or periods within which, the price or prices at which, the
\ncurrency or currency unit in which, and the terms and conditions on which
\nSecurities of that series may be redeemed or converted into another Security, in
\nwhole or in part, at the option of the Corporation;<\/p>\n

(8) the obligation, if any, of the Corporation to redeem or purchase
\nSecurities of that series pursuant to any sinking fund or analogous provisions
\nor at the option of Holders of Securities of that series (or to convert such
\nSecurities into other Securities at the option of the Holder), and the period or
\nperiods within which, the price or prices at which, the currency or currency
\nunit in which, and the terms and conditions upon which Securities of that series
\nshall be redeemed or purchased, in whole or in part, pursuant to such
\nobligation;<\/p>\n

(9) if denominated in Dollars and in denominations other than denominations
\nof $1,000 and any multiple of $1,000, the denominations in which Securities of
\nthat series shall be issuable;<\/p>\n

(10) if denominated in other than Dollars, the currency or currencies,
\nincluding composite currencies, in which the Securities of that series are
\ndenominated and the denominations in which Securities of that series shall be
\nissuable;<\/p>\n

(11) if the principal of and interest, if any, on the Securities of that
\nseries are to be payable, at the election of the Corporation or a Holder
\nthereof, in a currency or currency unit other than that in which the Securities
\nare denominated or stated to be payable, in accordance with provisions in
\naddition to or in lieu of or in accordance with the provisions of Section 2.13,
\nthe period or periods within which (including the Election Date), and the terms
\nand conditions upon which, such election may be made, and the time and manner of
\ndetermining the exchange rate between the currency or currency unit in which the
\nSecurities are denominated or stated to be payable and the currency or currency
\nunit in which the Securities are to be so payable;<\/p>\n

(12) the index, if any, used to determine the amount of payments of principal
\nof or interest, if any, on the Securities of that series;<\/p>\n

(13) if the amount of payments of the principal of and interest, if any, on
\nthe Securities of that series may be determined with reference to an index based
\non a currency or currencies other than that in which the Securities of that
\nseries are denominated, the manner in which such amounts shall be determined;\n<\/p>\n

(14) if other than the full principal amount, the portion of the principal
\namount of Securities of that series which shall be payable upon a declaration of
\nacceleration of the maturity pursuant to Section 6.02;<\/p>\n

(15) if convertible into or exchangeable for Securities of another series or
\nother securities of the Corporation or another issuer, the terms upon which the
\nSecurities of that series will be convertible into or exchangeable for such
\nsecurities;<\/p>\n

10<\/p>\n

\n

(16) the right, if any, of the Corporation to redeem all or any part of the
\nSecurities of that series before maturity and the period or periods within
\nwhich, the price or prices at which and the terms and conditions upon which
\nSecurities of that series may be redeemed;<\/p>\n

(17) the provisions, if any, restricting defeasance of the Securities of that
\nseries;<\/p>\n

(18) if other than or in addition to the events specified in Section 6.01,
\nevents of default with respect to the Securities of that series;<\/p>\n

(19) if the Securities of that series are to be issued in whole or in part in
\nthe form of one or more Global Securities, the Depositary for such Global
\nSecurity or Securities and whether beneficial owners of interests in any such
\nGlobal Securities may exchange such interests for other Securities of such
\nseries in the manner provided in Section 2.07, and the manner and the
\ncircumstances under which and the place or places where any such exchanges may
\noccur if other than in the manner provided in Section 2.07, and any other terms
\nof the series relating to the global nature of the Securities of such series and
\nthe exchange, registration or transfer thereof and the payment of any principal
\nthereof or interest, if any, thereon;<\/p>\n

(20) the designation of the original Currency Determination Agent, if any,
\nwith respect to the Securities of that series; and<\/p>\n

(21) any other terms of or relating to the Securities of that series (which
\nterms shall not be inconsistent with the provisions of this Indenture).<\/p>\n

All Securities of any particular series shall be identical as to currency of
\ndenomination and otherwise shall be substantially identical except as to
\ndenomination and except as may otherwise be provided in or pursuant to the
\nrelevant Board Resolution or Resolutions.<\/p>\n

The Trustee need not authenticate the Securities of any series if their terms
\nimpose on the Trustee duties in addition to those imposed on the Trustee by this
\nIndenture. If the Trustee does authenticate any such Securities, the
\nauthentication will evidence the Trustee153s agreement to comply with any such
\nadditional duties.<\/p>\n

Each Depositary designated pursuant to this Section for a Global Security in
\nregistered form shall, if required, at the time of its designation and at all
\ntimes while it serves as a Depositary, be a clearing agency registered under the
\nExchange Act and any other applicable statute or regulation.<\/p>\n

SECTION 2.04. Registrar and Paying Agent<\/u>.<\/p>\n

The Corporation shall maintain an office or agency where Securities may be
\npresented for registration of transfer or for exchange (“Registrar”) and an
\noffice or agency where Securities may be presented for payment (“Paying Agent”).
\nThe Registrar shall keep a register of the Securities and of their transfer and
\nexchange. The Corporation may have one or more co-registrars and one or more
\nadditional paying agents. The term “Paying Agent” includes any additional paying
\nagent. There may be separate Registrars and Paying Agents for different series
\nof Securities.<\/p>\n

11<\/p>\n

\n

The Corporation shall enter into an appropriate agency agreement with any
\nRegistrar, Paying Agent or co-registrar not a party to this Indenture. The
\nagreement shall implement the provisions of this Indenture that relate to such
\nAgent. The Corporation shall notify the Trustee of the name and address of any
\nsuch Agent. If the Corporation fails to maintain a Registrar or Paying Agent,
\nthe Trustee shall act as such.<\/p>\n

The Corporation initially appoints the Trustee as Registrar and Paying Agent.\n<\/p>\n

SECTION 2.05. Paying Agent to Hold Money in Trust<\/u>.<\/p>\n

Each Paying Agent for any series of Securities shall hold in trust for the
\nbenefit of Holders of Securities of the same series or the Trustee all money
\nheld by the Paying Agent for the payment of principal of or interest, if any, on
\nsuch Securities and shall notify the Trustee of any default by the Corporation
\nin making such payment. If the Corporation or a Subsidiary acts as Paying Agent
\nwith respect to a series of Securities, it shall segregate the money for that
\nseries and hold it as a separate trust fund. The Corporation at any time may
\nrequire a Paying Agent to pay all money held by it to the Trustee. Upon doing so
\nthe Paying Agent shall have no further liability for the money.<\/p>\n

SECTION 2.06. Securityholder Lists<\/u>.<\/p>\n

For each series of Securities, the Trustee shall preserve in as current a
\nform as is reasonably practicable the most recent list available to it of the
\nnames and addresses of Holders of Securities of that series. If the Trustee is
\nnot the Registrar, the Corporation shall furnish or cause to be furnished to the
\nTrustee on or before each interest payment date for each series of Securities
\nand at such other times as the Trustee may request in writing a list in such
\nform and as of such date as the Trustee may reasonably require of the names and
\naddresses of Holders of Securities of that series.<\/p>\n

SECTION 2.07. Transfer and Exchange<\/u>.<\/p>\n

Where a Security (other than a Global Security, except as set forth herein)
\nis presented to the Registrar or a co-registrar with a request to register a
\ntransfer, the Registrar shall register the transfer as requested if the
\nrequirements of Section 8-401(1) of the Uniform Commercial Code (or any
\nsuccessor provision) are met. Where Securities (other than a Global Security,
\nexcept as set forth herein) of any series are presented to the Registrar or a
\nco-registrar with a request to exchange them for an equal principal amount of
\nSecurities of other denominations of the same series with identical terms as the
\nSecurities exchanged, the Registrar shall make the exchange as requested if the
\nsame requirements are met. To permit transfers and exchanges, the Trustee shall
\nauthenticate Securities at the Registrar153s request. The Corporation may charge a
\nreasonable fee for any transfer or exchange, but not for any exchange pursuant
\nto Section 2.10, 3.07 or 9.05. The Corporation shall not be required to make
\ntransfers or exchanges of Securities of any series for a period of 15 days
\nbefore a selection of Securities of the same series to be redeemed or before an
\ninterest payment.<\/p>\n

12<\/p>\n

\n

Notwithstanding any other provision of this Section, unless and until it is
\nexchanged in whole or in part for Securities in definitive form, a Global
\nSecurity representing all or a portion of the Securities of a series may not be
\ntransferred except as a whole by the Depositary for such series to a nominee of
\nsuch Depositary or by a nominee of such Depositary to such Depositary or another
\nnominee of such Depositary or by such Depositary or any such nominee to a
\nsuccessor Depositary for such series or a nominee of such successor Depositary.\n<\/p>\n

None of the Corporation, the Trustee, the Paying Agent, the Registrar or any
\nco-registrar shall have any responsibility or liability for any aspect of the
\nrecords relating to or payments made on account of beneficial ownership
\ninterests of a Global Security or for maintaining, supervising or reviewing any
\nrecords relating to such beneficial ownership interests.<\/p>\n

If at any time the Depositary for the Securities of a series notifies the
\nCorporation that it is unwilling or unable to continue as Depositary for the
\nSecurities of such series or if at any time the Depositary for the Securities of
\nsuch series no longer shall be eligible under Section 2.03, the Corporation
\nshall appoint a successor Depositary with respect to the Securities of such
\nseries. If a successor Depositary for the Securities of such series is not
\nappointed by the Corporation within 90 days after the Corporation receives such
\nnotice or becomes aware of such ineligibility, the Corporation153s election
\npursuant to Section 2.03(19) no longer shall be effective with respect to the
\nSecurities of such series and the Corporation will execute, and the Trustee,
\nupon receipt of an order of the Corporation for the authentication and delivery
\nof definitive Securities of such series, will authenticate and deliver
\nSecurities of such series in definitive form in an aggregate principal amount
\nequal to the principal amount of the Global Security or Securities representing
\nsuch series in exchange for such Global Security or Securities.<\/p>\n

The Corporation may at any time and in its sole discretion determine that the
\nSecurities of any series issued in the form of one or more Global Securities no
\nlonger shall be represented by such Global Security or Securities. In such event
\nthe Corporation will execute, and the Trustee, upon receipt of an order of the
\nCorporation for the authentication and delivery of definitive Securities of such
\nseries, will authenticate and deliver Securities of such series in definitive
\nform in an aggregate principal amount equal to the principal amount of the
\nGlobal Security or Securities representing such series in exchange for such
\nGlobal Security or Securities.<\/p>\n

If specified by the Corporation pursuant to Section 2.03 with respect to a
\nseries of Securities, the Depositary for such series of Securities may surrender
\na Global Security for such series of Securities in exchange in whole or in part
\nfor the Securities of such series in definitive form on such terms as are
\nacceptable to the Corporation and such Depositary. Thereupon, the Corporation
\nshall execute, and the Trustee shall authenticate and deliver:<\/p>\n

(1) to each party specified by such Depositary a new Security or Securities
\nof the same series, of any authorized denomination as requested by such party in
\naggregate principal amount equal to and in exchange for such party153s beneficial
\ninterest in the Global Security; and<\/p>\n

(2) to such Depositary a new Global Security in a denomination equal to the
\ndifference, if any, between the principal amount of the surrendered Global
\nSecurity and the aggregate principal amount of Securities delivered to Holders
\nthereof.<\/p>\n

13<\/p>\n

\n

Upon the exchange of the Global Security for Securities in definitive form,
\nsuch Global Security shall be canceled by the Trustee. Securities issued in
\nexchange for a Global Security pursuant to this Section shall be registered in
\nsuch names and in such authorized denominations as the Depositary for such
\nGlobal Security, pursuant to instructions from its direct or indirect
\nparticipants or otherwise, shall instruct the Trustee. The Trustee shall deliver
\nsuch Securities to the parties in whose names such Securities are so registered.\n<\/p>\n

SECTION 2.08. Replacement Securities<\/u>.<\/p>\n

If the Holder of a Security claims that the Security has been mutilated,
\ndestroyed, lost or stolen, the Corporation may issue and the Trustee shall
\nauthenticate a replacement Security of the same series with identical terms as
\nthe Securities exchanged if the requirements of Section 8-405 of the Uniform
\nCommercial Code (or any successor provision) are met. Such Holder shall furnish
\nan indemnity bond sufficient in the judgment of the Corporation and the Trustee
\nto protect the Corporation, the Trustee, the Paying Agent, the Registrar and any
\nco-registrar from any loss that any of them may suffer if a Security is
\nreplaced. The Corporation and the Trustee may charge for their expenses in
\nreplacing a Security.<\/p>\n

In case any such mutilated, destroyed, lost or stolen Security has become due
\nand payable, the Corporation in its discretion may, instead of issuing a new
\nSecurity, pay such Security (without surrender thereof, except in the case of a
\nmutilated Security) if the applicant for such payment shall furnish to the
\nCorporation, the Trustee, the Paying Agent, the Registrar and any co-registrar
\nfor such Security such security or indemnity as may be required by them to hold
\neach of them harmless, and in case of destruction, loss or theft, evidence
\nsatisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar
\nand any co-registrar, and any agent of any of them, of the destruction, loss or
\ntheft of such Security and the ownership thereof.<\/p>\n

Upon the issuance of any new Security under this Section, the Corporation may
\nrequire the payment of a sum sufficient to cover any tax or other governmental
\ncharge that may be imposed in relation thereto and any other expenses in
\nconnection therewith (including all fees and expenses of the Trustee, the Paying
\nAgent, the Registrar and any co-registrar for such Security).<\/p>\n

Every new Security of any series issued pursuant to this Section in lieu of
\nany destroyed, lost or stolen Security or in exchange for any mutilated
\nSecurity, shall constitute an original additional obligation of the Corporation,
\nwhether or not the destroyed, lost or stolen Security shall be at any time
\nenforceable by anyone, and shall be entitled to all the benefits of this
\nIndenture equally and proportionately with any and all other Securities of the
\nsame series.<\/p>\n

The provisions of this Section are exclusive and shall preclude (to the
\nextent lawful) all other rights and remedies with respect to the replacement or
\npayment of mutilated, destroyed, lost or stolen Securities.<\/p>\n

14<\/p>\n

\n

SECTION 2.09. Outstanding Securities<\/u>.<\/p>\n

Securities outstanding at any time are all Securities authenticated by the
\nTrustee (and, in the case of Global Securities, endorsed by the Trustee) except
\nfor those canceled by it, those delivered to it for cancellation and those
\ndescribed in this Section as not outstanding. A Security does not cease to be
\noutstanding because the Corporation, or an affiliate of the Corporation, holds
\nthe Security.<\/p>\n

If a Security is replaced pursuant to Section 2.08, it ceases to be
\noutstanding unless the Trustee receives proof satisfactory to it that the
\nreplaced Security is held by a bona fide purchaser.<\/p>\n

If the Paying Agent holds on a redemption date or maturity date money
\nsufficient to pay Securities payable on that date, then on and after that date
\nsuch Securities cease to be outstanding and interest on them ceases to accrue.\n<\/p>\n

If a Security is called for redemption, the Corporation and the Trustee need
\nnot treat the Security as outstanding in determining whether Holders of the
\nrequired principal amount of Securities have concurred in any direction, waiver
\nor consent.<\/p>\n

SECTION 2.10. Temporary Securities<\/u>.<\/p>\n

Until definitive Securities of any series are ready for delivery or a
\npermanent Global Security or Securities are prepared, as the case may be, the
\nCorporation may prepare and the Trustee shall authenticate temporary Securities
\nor one or more temporary Global Securities, as the case may be, of the same
\nseries. Temporary Securities of any series shall be substantially in the form of
\ndefinitive Securities or permanent Global Securities, as the case may be, of the
\nsame series, but may have variations that the Corporation considers appropriate
\nfor temporary Securities. Without unreasonable delay, the Corporation shall
\nprepare and the Trustee shall authenticate definitive Securities or a permanent
\nGlobal Security or Securities, as the case may be, of the same series in
\nexchange for temporary Securities. Until so exchanged, the temporary Securities
\nof any series shall be entitled to the same benefits under this Indenture as
\ndefinitive Securities or permanent Global Securities of such series.<\/p>\n

SECTION 2.11. Cancellation<\/u>.<\/p>\n

The Corporation at any time may deliver Securities to the Trustee for
\ncancellation. The Registrar and the Paying Agent shall forward to the Trustee
\nany Securities surrendered to them for transfer, exchange or payment. The
\nTrustee and no one else shall cancel and dispose of all Securities surrendered
\nfor transfer, exchange, payment or cancellation, and shall so certify to the
\nCorporation upon its written request therefor. The Corporation may not issue new
\nSecurities to replace Securities it has paid or it has delivered to the Trustee
\nfor cancellation.<\/p>\n

15<\/p>\n

\n

SECTION 2.12. Defaulted Interest<\/u>.<\/p>\n

If the Corporation defaults in a payment of interest on any Securities of any
\nseries, it shall pay the defaulted interest to the persons who are Holders of
\nthose Securities on a subsequent special record date. The Corporation shall fix
\nthe special record date and the payment date in respect thereof. At least 15
\ndays before the special record date, the Corporation shall give notice to each
\nHolder of Securities of that series a notice that states the special record
\ndate, the payment date and the amount of defaulted interest to be paid. The
\nCorporation may pay defaulted interest in any other lawful manner.<\/p>\n

SECTION 2.13. Currency and Manner of Payments in Respect of
\nSecurities<\/u>.<\/p>\n

(a) With respect to Securities of any series not permitting the election
\nprovided for in subsection (b) below or the Holders of which have not made the
\nelection provided for in subsection (b) below, except as provided in subsection
\n(d) below, payment of the principal of and interest, if any, on any Security of
\nsuch series will be made in the currency or currency unit in which such Security
\nis payable.<\/p>\n

(b) It may be provided pursuant to Section 2.03 with respect to Securities of
\nany series that Holders shall have the option, subject to subsections (d) and
\n(e) below, to receive payments of principal of or interest, if any, on such
\nSecurities in any of the currencies or currency units that may be designated for
\nsuch election by delivering to the Trustee for such series of Securities a
\nwritten election with signature guarantees and in form and substance
\nsatisfactory to such Trustee, not later than the close of business on the
\nElection Date immediately preceding the applicable payment date. If a Holder so
\nelects to receive payments in any such currency or currency unit, such election
\nwill remain in effect for such Holder until changed by such Holder by written
\nnotice to the Trustee for such series of Securities (but any such change must be
\nmade not later than the close of business on the Election Date immediately
\npreceding the next payment date to be effective for the payment to be made on
\nsuch payment date and no such change of election may be made with respect to
\npayments to be made on any Security of such series with respect to which an
\nEvent of Default has occurred or notice of redemption has been given by the
\nCorporation pursuant to Article 3). In the event any Holder makes any such
\nelection pursuant to the preceding sentence, such election will not be effective
\non any transferee of such Holder and such transferee shall be paid in the
\ncurrency or currency unit indicated pursuant to subsection (a) above unless such
\ntransferee makes an election pursuant to the preceding sentence; provided,
\nhowever, that such election, if in effect while funds are on deposit with
\nrespect to the Securities of such series as described in Section 8.01, 8.02 or
\n8.03, will be effective on any transferee of such Holder unless otherwise
\nspecified pursuant to Section 2.03 for the Securities of such series. Any Holder
\nof any such Security who shall not have delivered any such election to the
\nTrustee of such series of Securities not later than the close of business on the
\napplicable Election Date will be paid the amount due on the applicable payment
\ndate in the relevant currency or currency unit as provided in subsection (a)
\nabove. In no case may a Holder of Securities of any series elect to receive
\npayments in any currency or currency unit as described in this subsection
\nfollowing a deposit of funds with respect to the Securities of such series as
\ndescribed in Section 8.01, 8.02 or 8.03.<\/p>\n

16<\/p>\n

\n

(c) If the election referred to in subsection (b) above has been provided for
\npursuant to Section 2.03, then not later than the fourth Business Day after the
\nElection Date for each payment date for Securities of any series, the Currency
\nDetermination Agent for that series will deliver to the Corporation a written
\nnotice specifying, in the currency or currency unit in which Securities of such
\nseries are payable, the respective aggregate amounts of principal of and
\ninterest, if any, on the Securities to be made on such payment date, and
\nspecifying the amounts in such currency or currency unit so payable with respect
\nto the Securities of such series as to which the Holders thereof shall have
\nelected to be paid in a currency or currency unit other than that in which such
\nseries is denominated as provided in subsection (b) above. If the election
\nreferred to in subsection (b) above has been provided for pursuant to Section
\n2.03 and if at least one Holder has made such election, then, on the second
\nBusiness Day preceding such payment date the Corporation will deliver to the
\nTrustee for such series of Securities an Exchange Rate Officers153 Certificate
\nwith respect to the Dollar, Foreign Currency or currency unit payments to be
\nmade on such payment date. The Dollar, Foreign Currency or currency unit amount
\nreceivable by Holders of Securities who have elected payment in a currency or
\ncurrency unit as provided in subsection (b) above shall, unless otherwise
\nprovided pursuant to Section 2.03, be determined by the Corporation on the basis
\nof the applicable Market Exchange Rate in effect on the third Business Day (the
\n“Valuation Date”) immediately preceding each payment date.<\/p>\n

(d) If a Conversion Event occurs with respect to a Foreign Currency or any
\ncurrency unit in which any of the Securities are denominated or payable other
\nthan pursuant to an election provided for pursuant to subsection (b) above, then
\nwith respect to each date for the payment of principal of and interest, if any,
\non the applicable Securities denominated or payable in such Foreign Currency or
\nsuch currency unit occurring after the last date on which such Foreign Currency
\nor such currency unit was available (the “Conversion Date”), the Dollar shall be
\nthe currency of payment for use on each such payment date. The Dollar amount to
\nbe paid by the Corporation to the Trustee of each such series of Securities and
\nby such Trustee or any Paying Agent to the Holders of such Securities with
\nrespect to such payment date shall be the amount that would have been payable in
\nForeign Currency or currency units but expressed in Dollars according to the
\nDollar Equivalent of the Foreign Currency or, in the case of a currency unit,
\nthe Dollar Equivalent of the Currency Unit, in each case as determined by the
\nCurrency Determination Agent in the manner provided in subsection (f) or (g)
\nbelow.<\/p>\n

(e) If the Holder of a Security denominated in any currency or currency unit
\nshall have elected to be paid in another currency or currency unit as provided
\nin subsection (b) above, and a Conversion Event occurs with respect to such
\nelected currency or currency unit, such Holder shall receive payment in the
\ncurrency or currency unit in which payment would have been made in the absence
\nof such election. If a Conversion Event occurs with respect to the currency or
\ncurrency unit in which payment would have been made in the absence of such
\nelection, such Holder shall receive payment in Dollars as provided in subsection
\n(d) above.<\/p>\n

(f) The “Dollar Equivalent of the Foreign Currency” shall be determined by
\nthe Currency Determination Agent and shall be obtained for each subsequent
\npayment after the Conversion Date by converting the specified Foreign Currency
\ninto Dollars at the Market Exchange Rate on the Conversion Date.<\/p>\n

17<\/p>\n

\n

(g) The “Dollar Equivalent of the Currency Unit” shall be determined by the
\nCurrency Determination Agent and subject to the provisions of subsection (h)
\nbelow shall be the sum of each amount obtained by converting the Specified
\nAmount of each Component Currency into Dollars at the Market Exchange Rate for
\nsuch Component Currency on the Valuation Date with respect to each payment.<\/p>\n

(h) For purposes of this Section the following terms shall have the following
\nmeanings:<\/p>\n

A “Component Currency” shall mean any currency which, on the Conversion Date,
\nwas a component currency of the relevant currency unit.<\/p>\n

A “Specified Amount” of a Component Currency shall mean the number of units
\nof such Component Currency or fractions thereof which were represented in the
\nrelevant currency unit on the Conversion Date. If after the Conversion Date the
\nofficial unit of any Component Currency is altered by way of combination or
\nsubdivision, the Specified Amount of such Component Currency shall be divided or
\nmultiplied in the same proportion. If after the Conversion Date two or more
\nComponent Currencies are consolidated into a single currency, the respective
\nSpecified Amounts of such Component Currencies shall be replaced by an amount in
\nsuch single currency equal to the sum of the respective Specified Amounts of
\nsuch consolidated Component Currencies expressed in such single currency, and
\nsuch amount thereafter shall be a Specified Amount and such single currency
\nshall thereafter be a Component Currency. If after the Conversion Date any
\nComponent Currency shall be divided into two or more currencies, the Specified
\nAmount of such Component Currency shall be replaced by amounts of such two or
\nmore currencies, each of whose Dollar Equivalent at the Market Exchange Rate on
\nthe date of such replacement shall be equal to the Dollar Equivalent of the
\nSpecified Amount of such former Component Currency at the Market Exchange Rate
\non such date divided by the number of currencies into which such Component
\nCurrency was divided, and such amounts shall thereafter be Specified Amounts and
\nsuch currencies shall thereafter be Component Currencies. If, after the
\nConversion Date of the relevant currency unit a Conversion Event (other than any
\nevent referred to above in this definition of “Specified Amount”) occurs with
\nrespect to any Component Currency of such currency unit and is continuing on the
\napplicable Valuation Date, the Specified Amount of such Component Currency
\nshall, for purposes of calculating the Dollar Equivalent of the Currency Unit,
\nbe converted into Dollars at the Market Exchange Rate in effect on the
\nConversion Date of such Component Currency.<\/p>\n

“Election Date” shall mean any date for any series of Securities as specified
\npursuant to Section 2.03(11) by which the written election referred to in
\nSection 2.13(b) may be made, such date to be not later than the regular record
\ndate for the earliest payment for which such election may be effective.<\/p>\n

All decisions and determinations of the Currency Determination Agent
\nregarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
\nof the Currency Unit, the Market Exchange Rate and changes in the Specified
\nAmounts as specified above shall be in its sole discretion and shall, in the
\nabsence of manifest error, be conclusive for all purposes and irrevocably
\nbinding upon the Corporation, the Trustee for the applicable series of
\nSecurities and all Holders of such Securities denominated or payable in the
\nrelevant currency or currency units.<\/p>\n

18<\/p>\n

\n

The Currency Determination Agent shall promptly give written notice to the
\nCorporation and the Trustee for the applicable series of Securities of any such
\ndecision or determination.<\/p>\n

In the event of a Conversion Event with respect to a Foreign Currency, the
\nCorporation, after learning thereof, will immediately give written notice
\nthereof to the Trustee of the appropriate series of Securities and the Currency
\nDetermination Agent with respect to such series (and such Trustee will promptly
\nthereafter give notice to the Holders) specifying the Conversion Date. In the
\nevent of a Conversion Event with respect to any currency unit in which
\nSecurities are denominated or payable, the Corporation, after learning thereof,
\nwill immediately give written notice thereof to the Trustee of the applicable
\nseries of Securities and the Currency Determination Agent with respect to such
\nseries (and such Trustee promptly thereafter will give notice to the Holders)
\nspecifying the Conversion Date and the Specified Amount of each Component
\nCurrency on the Conversion Date. In the event of any subsequent change in any
\nComponent Currency as set forth in the definition of Specified Amount above, the
\nCorporation, after learning thereof, similarly will give written notice to the
\nTrustee of the applicable series of Securities and the Currency Determination
\nAgent.<\/p>\n

The Trustee of the applicable series of Securities shall be fully justified
\nand protected in relying and acting upon information received by it from the
\nCorporation and the Currency Determination Agent and shall not otherwise have
\nany duty or obligation to determine such information independently.<\/p>\n

SECTION 2.14. Appointment and Resignation of Currency Determination
\nAgent<\/u>.<\/p>\n

(a) If and so long as the Securities of any series (i) are denominated in a
\ncurrency unit or a currency other than Dollars or (ii) may be payable in a
\ncurrency unit or a currency other than Dollars, or so long as it is required
\nunder any other provision of this Indenture, then the Corporation will maintain
\nwith respect to each such series of Securities, or as so required, a Currency
\nDetermination Agent. The Corporation will cause the Currency Determination Agent
\nto make the necessary foreign exchange determinations at the time and in the
\nmanner specified pursuant to Sections 2.03 and 2.13 for the purpose of
\ndetermining the applicable rate of exchange and for the purpose of converting
\nthe issued currency or currency unit into the applicable payment currency or
\ncurrency unit for the payment of principal and interest, if any, pursuant to
\nSection 2.13.<\/p>\n

(b) No resignation of the Currency Determination Agent and no appointment of
\na successor Currency Determination Agent pursuant to this Section shall become
\neffective until the acceptance of appointment by the successor Currency
\nDetermination Agent as evidenced by a written instrument delivered to the
\nCorporation and the Trustee of the applicable series of Securities accepting
\nsuch appointment executed by the successor Currency Determination Agent.<\/p>\n

(c) If the Currency Determination Agent shall resign, be removed or become
\nincapable of acting, or if a vacancy shall occur in the office of the Currency
\nDetermination Agent for any cause, with respect to the Securities of one or more
\nseries, the Corporation, by a Board Resolution, shall promptly appoint a
\nsuccessor Currency Determination Agent or Currency Determination Agents with
\nrespect to the Securities of that or those series (it being understood that any
\nsuch successor Currency Determination Agent may be appointed with respect to the\n<\/p>\n

19<\/p>\n

\n

Securities of one or more or all of such series and that at any time there
\nshall only be one Currency Determination Agent with respect to the Securities of
\nany particular series).<\/p>\n

ARTICLE 3 <\/strong><\/p>\n

REDEMPTION <\/strong><\/p>\n

SECTION 3.01. Applicability of this Article<\/u>.<\/p>\n

Securities of any series that are redeemable at the option of the Corporation
\nprior to their maturity shall be redeemable in accordance with their terms
\n(except as otherwise specified in this Indenture for Securities of any series)
\nand in accordance with this Article.<\/p>\n

SECTION 3.02. Notices to Trustee<\/u>.<\/p>\n

If the Corporation elects to redeem any Securities, it shall notify the
\nTrustee of the redemption date and the principal amount of Securities to be
\nredeemed in accordance with the terms of the Securities. If the redemption is of
\nless than all the outstanding Securities of a series, the Corporation shall
\nfurnish to the Trustee a written statement signed by an Officer of the
\nCorporation stating that with respect to that series there exists no Event of
\nDefault and no circumstance that, after notice or the passage of time or both,
\nwould constitute an Event of Default. The Corporation shall give the notice
\nprovided for in this Section at least 50 days before the redemption date.<\/p>\n

SECTION 3.03. Selection of Securities to be Redeemed<\/u>.<\/p>\n

If, at the option of the Corporation, less than all the Securities of a
\nseries are to be redeemed, the Trustee shall select the Securities to be
\nredeemed by a method the Trustee considers fair and appropriate, subject to any
\napplicable stock exchange requirements. The Trustee shall make the selection
\nfrom outstanding Securities not previously called for redemption. The Trustee
\nmay select for redemption portions of the principal of Securities that have a
\ndenomination larger than $1,000 (or the applicable minimum denomination for such
\nSecurities). Securities and portions of them it selects shall be in amounts of
\n$1,000 (or the applicable minimum denomination for such Securities in the event
\nthe Securities are payable in a Foreign Currency or Currencies) or a multiple of
\n$1,000 (or the applicable minimum denomination for such Securities in the event
\nthe Securities are payable in a Foreign Currency or Currencies). Provisions of
\nthis Indenture that apply to Securities called for redemption also apply to
\nportions of Securities called for redemption.<\/p>\n

The Trustee for the Securities of any series to be redeemed shall promptly
\nnotify the Corporation in writing of the Securities of such series selected for
\nredemption and, in the case of any Securities selected for partial redemption,
\nthe principal amount thereof to be redeemed.<\/p>\n

For all purposes of this Indenture, unless the context otherwise requires,
\nall provisions relating to the redemption of Securities shall relate, in the
\ncase of any Security redeemed or to be redeemed only in part, to the portion of
\nthe principal amount of such Securities that has been or is to be redeemed.<\/p>\n

20<\/p>\n

\n

SECTION 3.04. Notice of Redemption<\/u>.<\/p>\n

At least 20 days but not more than 60 days before a date of redemption of
\nSecurities at the option of the Corporation, the Corporation shall give notice
\nof redemption to each Holder of Securities to be redeemed.<\/p>\n

The notice shall identify the Securities to be redeemed and shall state:<\/p>\n

(1) the redemption date;<\/p>\n

(2) the redemption price;<\/p>\n

(3) the name and address of the Paying Agent;<\/p>\n

(4) that Securities called for redemption must be surrendered to the Paying
\nAgent to collect the redemption price; and<\/p>\n

(5) that interest, if any, on Securities called for redemption ceases to
\naccrue on and after the redemption date.<\/p>\n

At the Corporation153s request, the Trustee shall give the notice of redemption
\nin the Corporation153s name and at its expense. In such event, the Corporation
\nwill provide the Trustee with the information required by clauses (1) through
\n(5) above at least five Business Days prior to the date chosen for giving such
\nnotice, or such lesser period if permitted by the Trustee in its discretion.\n<\/p>\n

SECTION 3.05. Effect of Notice of Redemption<\/u>.<\/p>\n

Once notice of redemption is given, Securities called for redemption become
\ndue and payable on the redemption date and at the redemption price stated in the
\nnotice. Upon surrender to the Paying Agent, such Securities shall be paid at the
\nredemption price stated in the notice, plus accrued interest, if any, to the
\nredemption date; provided, however, that any regular payment of interest
\nbecoming due on the redemption date shall be payable to the Holder of any such
\nSecurity being redeemed as provided in the Security.<\/p>\n

SECTION 3.06. Deposit of Redemption Price<\/u>.<\/p>\n

By the opening of business on the redemption date, the Corporation shall
\ndeposit with the Paying Agent money sufficient to pay the redemption price of
\nand accrued interest, if any, on all Securities to be redeemed at the option of
\nthe Corporation on that date.<\/p>\n

SECTION 3.07. Securities Redeemed in Part<\/u>.<\/p>\n

Upon surrender of a Security that is redeemed in part, the Trustee shall
\nauthenticate for the Holder a new Security equal in principal amount to the
\nunredeemed portion of the Security surrendered.<\/p>\n

21<\/p>\n

\n

ARTICLE 4 <\/strong><\/p>\n

COVENANTS <\/strong><\/p>\n

SECTION 4.01. Certain Definitions<\/u>.<\/p>\n

“Attributable Debt” for a lease means the carrying value of the capitalized
\nrental obligation determined under generally accepted accounting principles. The
\ncarrying value may be reduced by the capitalized value of the rental
\nobligations, calculated on the same basis, that any sublessee has for all or
\npart of the same property. This term does not include any obligation to make
\npayments arising from the transfer of tax benefits under the Economic Recovery
\nTax Act of 1981 (as it may from time to time be amended, or any successor
\nstatute) to the extent such obligation is offset by or conditioned upon receipt
\nof payments from another person. A lease obligation shall be counted only once
\neven if the Corporation and one or more of its Subsidiaries may be responsible
\nfor the obligation.<\/p>\n

“Consolidated Net Tangible Assets” means total assets less (1) total current
\nliabilities (excluding any Debt which, at the option of the borrower, is
\nrenewable or extendable to a term exceeding 12 months and which is included in
\ncurrent liabilities and further excluding any deferred income taxes that are
\nincluded in current liabilities) and (2) goodwill, patents and trademarks, all
\nas reflected in the Corporation153s most recent consolidated balance sheet
\npreceding the date of a determination under Section 4.03(11).<\/p>\n

“Debt” means all indebtedness for borrowed money reported as debt in the
\nconsolidated financial statements or any guarantee of such a debt and includes
\npurchase money obligations. This term does not include any obligation to make
\npayments arising from the transfer of tax benefits under the Economic Recovery
\nTax Act of 1981 (as it may from time to time be amended, or any successor
\nstatute) to the extent such obligation is offset by or conditioned upon receipt
\nof payments from another person. A Debt shall be counted only once even if the
\nCorporation and one or more of its Subsidiaries may be responsible for the
\nobligation.<\/p>\n

“Lien” means any mortgage, pledge, security interest or lien. This term does
\nnot include any obligation arising from the transfer of tax benefits under the
\nEconomic Recovery Tax Act of 1981 (as it may from time to time be amended, or
\nany successor statute) to the extent such obligation is offset by or conditioned
\nupon receipt of payments from another person.<\/p>\n

“Long-Term Debt” means Debt that by its terms matures on a date more than 12
\nmonths after the date it was created or Debt that the obligor may extend or
\nrenew without the obligee153s consent to a date more than 12 months after the Debt
\nwas created.<\/p>\n

“Principal Property” means, as to any particular series of Securities, any
\nmanufacturing facility located in the United States and owned by the Corporation
\nor by one or more Restricted Subsidiaries from the date Securities of that
\nseries are first issued and which has, as of the date the Lien is incurred, a
\nnet book value (after deduction of depreciation and other similar charges)
\ngreater than 3% of Consolidated Net Tangible Assets, except (1) any such
\nfacility or property that is financed by obligations of any State, political
\nsubdivision of any State or the District of Columbia under terms that permit the
\ninterest payable to the holders of the obligations to be<\/p>\n

22<\/p>\n

\n

excluded from gross income as a result of the plant, facility or property
\nsatisfying the conditions of Section 103(b)(4)(C), (D), (E), (F) or (H) of the
\nInternal Revenue Code of 1954, as amended, Section 103(b)(6) of the Internal
\nRevenue Code of 1954, as amended, Section 142(a) or Section 144(a) of the
\nInternal Revenue Code of 1986, or of any successors to such provisions, or (2)
\nany such facility or property which, in the opinion of the Board of Directors of
\nthe Corporation, is not of material importance to the total business conducted
\nby the Corporation and its Subsidiaries taken as a whole. However, the Chief
\nExecutive Officer or Chief Financial Officer of the Corporation may at any time
\ndeclare any manufacturing facility or other property to be a Principal Property
\nby delivering a certificate to that effect to the Trustee.<\/p>\n

“Restricted Property” means, as to any particular series of Securities, any
\nPrincipal Property, any Debt of a Restricted Subsidiary owned by the Corporation
\nor a Restricted Subsidiary on the date Securities of that series are first
\nissued or secured by a Principal Property (including any property received upon
\na conversion or exchange of such Debt), or any shares of stock of the
\nCorporation or a Restricted Subsidiary owned by the Corporation or a Restricted
\nSubsidiary (including any property or shares received upon a conversion, stock
\nsplit or other distribution with respect to the ownership of such stock).<\/p>\n

“Restricted Subsidiary” means a Subsidiary that has substantially all its
\nassets located in, or carries on substantially all its business in, the United
\nStates and that owns a Principal Property. Notwithstanding the preceding
\nsentence, a Subsidiary shall not be a Restricted Subsidiary during such period
\nof time as it (or any corporation (other than the Corporation) or other entity
\nthat, directly or indirectly, beneficially owns a majority of the Voting Stock
\nof the Subsidiary) has shares of capital stock registered under the Exchange Act
\nor it files reports and other information with the SEC pursuant to Section 13 or
\n15(d) of the Exchange Act.<\/p>\n

“Sale-Leaseback Transaction” means an arrangement whereby the Corporation or
\na Restricted Subsidiary now owns or hereafter acquires a Principal Property,
\ntransfers it to a person and contemporaneously leases it back from the person.
\nThis term does not include any transaction arising from the transfer of tax
\nbenefits under the Economic Recovery Tax Act of 1981 (as it may from time to
\ntime be amended, or any successor statute) to the extent the obligation to make
\nrental payments is offset or conditioned upon receipt of payments from another
\nperson.<\/p>\n

“Subsidiary” means a corporation a majority of the Voting Stock of which is
\nowned by the Corporation, the Corporation and one or more Subsidiaries, or one
\nor more Subsidiaries.<\/p>\n

“United States” means the United States of America. The Commonwealth of
\nPuerto Rico, the Virgin Islands and other territories and possessions are not
\npart of the United States.<\/p>\n

“Voting Stock” means capital stock having voting power under ordinary
\ncircumstances to elect directors.<\/p>\n

SECTION 4.02. Payment of Securities<\/u>.<\/p>\n

The Corporation shall promptly pay the principal of and interest, if any, on
\nthe Securities on the dates and in the manner provided in the Securities.<\/p>\n

23<\/p>\n

\n

To the extent lawful, the Corporation shall pay interest on overdue
\nprincipal, if any, at the rate borne by the Securities and shall pay interest on
\noverdue installments of interest, if any, at the same rate.<\/p>\n

SECTION 4.03. Limitation on Liens<\/u>.<\/p>\n

The Corporation shall not, and shall not permit any Restricted Subsidiary to,
\nincur a Lien on Restricted Property to secure a Debt unless:<\/p>\n

(1) the Lien equally and ratably secures the Securities and the Debt. The
\nLien may equally and ratably secure the Securities and any other obligation of
\nthe Corporation or a Subsidiary. The Lien may not secure an obligation of the
\nCorporation that is subordinated to any Securities; or<\/p>\n

(2) the Lien is on property, Debt or shares of stock of a corporation at the
\ntime such corporation becomes a Restricted Subsidiary; or<\/p>\n

(3) the Lien is on property at the time the Corporation or a Restricted
\nSubsidiary acquires the property. However, the Lien may not extend to any other
\nRestricted Property owned by the Corporation or a Restricted Subsidiary at the
\ntime the property is acquired; or<\/p>\n

(4) the Lien secures the payment of all or any part of the purchase price of
\nproperty upon the acquisition of such property by the Corporation or a
\nRestricted Subsidiary or secures any Debt incurred or guaranteed by the
\nCorporation or a Restricted Subsidiary prior to, at the time of, or within one
\nyear after the later of the acquisition, completion of construction (including
\nany improvements on an existing property) or commencement of full operation of
\nsuch property, which Debt is incurred or guaranteed for the purpose of financing
\nall or any part of the purchase price thereof or construction or improvements
\nthereon, and which Debt may be in the form of obligations incurred in connection
\nwith industrial revenue bonds or similar financings and letters of credit issued
\nin connection therewith; provided, however, that in the case of any such
\nacquisition, construction or improvement the Lien shall not apply to any
\nproperty theretofore owned by the Corporation or a Restricted Subsidiary, other
\nthan, in the case of any such construction or improvement, any theretofore
\nunimproved real property on which the property so constructed or the improvement
\nmade is located; or<\/p>\n

(5) the Lien secures Debt of a Restricted Subsidiary owed to the Corporation
\nor another Restricted Subsidiary; or<\/p>\n

(6) the Lien is on property of a corporation or other entity at the time such
\ncorporation or other entity merges into, or consolidates or enters into a share
\nexchange with, the Corporation or a Restricted Subsidiary; or<\/p>\n

(7) the Lien is on property of a person at the time the person transfers or
\nleases all or substantially all its assets to the Corporation or a Restricted
\nSubsidiary; or<\/p>\n

(8) the Lien is in favor of any customer (including any government or
\ngovernmental authority) to secure partial, progress, advance or other payments
\nor performance pursuant to<\/p>\n

24<\/p>\n

\n

any contract or statute or to secure any related indebtedness or to secure
\nDebt guaranteed by a government or governmental authority; or<\/p>\n

(9) the Lien arises pursuant to any order of attachment, distraint or similar
\nlegal process arising in connection with court proceedings so long as the
\nexecution or other enforcement thereof is effectively stayed and the claims
\nsecured thereby are being contested in good faith by appropriate proceedings or
\nthe Lien is a materialmen153s, suppliers153, tax or other similar Lien arising in
\nthe ordinary course of business securing obligations which are not overdue or
\nare being contested in good faith by appropriate proceedings; or<\/p>\n

(10) as to any particular series of Securities, the Lien extends, renews or
\nreplaces in whole or in part a Lien (“existing Lien”) permitted by any of the
\nclauses (1) through (9) or a Lien existing on the date that Securities of such
\nseries are first issued. The Lien may not extend beyond the property subject to
\nthe existing Lien. The Debt secured by the Lien may not exceed the Debt secured
\nat the time by the existing Lien unless the existing Lien or a predecessor Lien
\nwas incurred under clause (1) or (5); or<\/p>\n

(11) the Debt secured by the Lien plus all other Debt secured by Liens on
\nRestricted Property, excluding Debt secured by a Lien permitted by any of the
\nclauses (1) through (10) and any Debt secured by a Lien existing at the date of
\nthis Indenture, at the time does not exceed 10% of Consolidated Net Tangible
\nAssets. Attributable Debt for any lease entered into under clause (4) of Section
\n4.04 shall be included in the determination and treated as Debt secured by a
\nLien on Restricted Property not otherwise permitted by any of the clauses (1)
\nthrough (10).<\/p>\n

SECTION 4.04. Limitation on Sale-Leaseback Transactions<\/u>.<\/p>\n

The Corporation shall not, and shall not permit any Restricted Subsidiary to,
\nenter into a Sale-Leaseback Transaction unless:<\/p>\n

(1) the lease has a term of three years or less; or<\/p>\n

(2) the lease is between the Corporation and a Restricted Subsidiary or
\nbetween Restricted Subsidiaries; or<\/p>\n

(3) the Corporation or a Restricted Subsidiary under clauses (2) through (10)
\nof Section 4.03 could create a Lien on the property to secure Debt at least
\nequal in amount to the Attributable Debt for the lease; or<\/p>\n

(4) the Corporation or a Restricted Subsidiary under clause (11) of Section
\n4.03 could create a Lien on the property to secure Debt at least equal in amount
\nto the Attributable Debt for the lease; or<\/p>\n

(5) the Corporation or a Subsidiary owns or acquires other property which
\nwill be made a Principal Property and is determined by the Board of Directors of
\nthe Corporation to have a fair value equal to or greater than the Attributable
\nDebt incurred; or<\/p>\n

25<\/p>\n

\n

(6) (A) the Corporation or a Restricted Subsidiary makes an optional
\nrepayment in cash of its Debt at least equal in amount to the Attributable Debt
\nfor the lease,<\/p>\n

(B) the prepayment is made within 120 days of the effective date of the
\nlease,<\/p>\n

(C) the Debt prepaid is not owned by the Corporation or a Restricted
\nSubsidiary, and<\/p>\n

(D) the Debt prepaid was Long-Term Debt at the time it was created.<\/p>\n

SECTION 4.05. No Lien Created, etc<\/u>.<\/p>\n

This Indenture and the Securities do not create a Lien, charge or encumbrance
\non any property of the Corporation or any Subsidiary.<\/p>\n

SECTION 4.06. Compliance Certificate<\/u>.<\/p>\n

The Corporation shall deliver to the Trustee within 120 days after the end of
\neach fiscal year of the Corporation an Officers153 Certificate stating whether or
\nnot the signers know of any default by the Corporation in performing its
\ncovenants in Section 4.03 or 4.04. If they do know of such a default, the
\ncertificate shall describe the default. The certificate need not comply with
\nSection 10.05.<\/p>\n

SECTION 4.07. SEC Reports<\/u>.<\/p>\n

The Corporation shall deliver to the Trustee within 15 days after it files
\nthem with the SEC, copies of the annual reports and of the information,
\ndocuments and other reports (or copies of such portions of any of the foregoing
\nas the SEC may by rules and regulations prescribe) which the Corporation is
\nrequired to file with the SEC pursuant to Section 13 or Section 15(d) of the
\nExchange Act. The Corporation also shall comply with the other provisions of TIA
\nSection 314(a). Delivery of such reports, information and documents to the
\nTrustee is for informational purposes only and the Trustee153s receipt of such
\nshall not constitute constructive notice of any information contained therein or
\ndeterminable from information contained therein, including the Corporation153s
\ncompliance with any of its covenants hereunder (as to which the Trustee is
\nentitled to rely exclusively on Officers153 Certificates).<\/p>\n

ARTICLE 5 <\/strong><\/p>\n

SUCCESSOR CORPORATION <\/strong><\/p>\n

SECTION 5.01. When the Corporation May Merge, etc<\/u>.<\/p>\n

The Corporation shall not consolidate with or merge into, or transfer all or
\nsubstantially all its assets to another corporation, unless (1) the resulting,
\nsurviving or transferee corporation assumes by supplemental indenture all the
\nobligations of the Corporation under the Securities and this Indenture, (2)
\nimmediately after giving effect to such transaction no Event of Default and no
\ncircumstances which, after notice or lapse of time or both, would become an
\nEvent of<\/p>\n

26<\/p>\n

\n

Default, shall have happened and be continuing, and (3) the Corporation shall
\nhave delivered to the Trustee an Officers153 Certificate and an Opinion of
\nCounsel, each stating that such consolidation, merger or transfer and such
\nsupplemental indenture comply with this Indenture, and thereafter all such
\nobligations of the Corporation shall terminate.<\/p>\n

SECTION 5.02. When Securities Must be Secured<\/u>.<\/p>\n

If upon any such consolidation, merger or transfer a Restricted Property
\nwould become subject to an attaching Lien that secures Debt, then, at the time
\nor before the consolidation, merger or transfer occurs, the Corporation by
\nsupplemental indenture shall secure the Securities by a direct lien on the
\nRestricted Property. The direct Lien shall have priority over all Liens on the
\nRestricted Property except those already on it, provided that the direct Lien
\nalso may equally and ratably secure the Securities and any other obligation of
\nthe Corporation or a Subsidiary. However, the Corporation need not comply with
\nthis Section if:<\/p>\n

(1) upon the consolidation, merger or transfer the attaching Lien will secure
\nthe Securities equally and ratably with or prior to Debt secured by the
\nattaching Lien; or<\/p>\n

(2) the Corporation or a Restricted Subsidiary under any of the clauses (2)
\nthrough (11) of Section 4.03 could create a Lien on the Restricted Property to
\nsecure Debt at least equal in amount to that secured by the attaching Lien.<\/p>\n

ARTICLE 6 <\/strong><\/p>\n

DEFAULTS AND REMEDIES <\/strong><\/p>\n

SECTION 6.01. Events of Default<\/u>.<\/p>\n

An “Event of Default” occurs with respect to a series of Securities if:<\/p>\n

(1) the Corporation defaults in the payment of interest on any Security of
\nthat series when the same becomes due and payable and the default continues for
\na period of 30 days;<\/p>\n

(2) the Corporation defaults in the payment of the principal of any Security
\nof that series when the same becomes due and payable at maturity, upon
\nredemption or otherwise;<\/p>\n

(3) the Corporation fails to comply with any of its other agreements in the
\nSecurities of that series or this Indenture for the benefit of that series and
\nthe default continues for the period and after the notice specified in this
\nSection;<\/p>\n

(4) the Corporation pursuant to or within the meaning of any Bankruptcy Law:\n<\/p>\n

(A) commences a voluntary case,<\/p>\n

(B) consents to the entry of an order for relief against it in an involuntary
\ncase,<\/p>\n

(C) consents to the appointment of a Custodian of it or for all or
\nsubstantially all of its property, or<\/p>\n

27<\/p>\n

\n

(D) makes a general assignment for the benefit of its creditors;<\/p>\n

(5) a court of competent jurisdiction enters an order or decree under any
\nBankruptcy Law that:<\/p>\n

(A) is for relief against the Corporation in an involuntary case,<\/p>\n

(B) appoints a Custodian of the Corporation or for all or substantially all
\nof the property of the Corporation, or<\/p>\n

(C) orders the winding up or liquidation of the Corporation, and the order or
\ndecree remains unstayed and in effect for 90 days; or<\/p>\n

(6) there occurs any other event specifically described as an Event of
\nDefault by the Securities of that series.<\/p>\n

The term “Bankruptcy Law” means Title 11, United States Code, or any similar
\nFederal or state law for the relief of debtors. The term “Custodian” means any
\nreceiver, trustee, assignee, liquidator, custodian or similar official under any
\nBankruptcy Law.<\/p>\n

A default under clause (3) is not an Event of Default with respect to a
\nseries of Securities until the Trustee or the Holders of at least 25% in
\nprincipal amount of the Securities of that series notify the Corporation of the
\ndefault and the Corporation does not cure the default within 90 days after
\nreceipt of the notice. The notice must specify the default, demand that it be
\nremedied and state that the notice is a “Notice of Default.” Subject to Sections
\n7.01 and 7.02 the Trustee shall not be charged with knowledge of any default
\nunless written notice thereof shall have been given to the Trustee by the
\nCorporation, the Paying Agent, the Holder of a Security or an agent of such
\nHolder.<\/p>\n

SECTION 6.02. Acceleration<\/u>.<\/p>\n

If an Event of Default with respect to a series of Securities occurs and is
\ncontinuing, the Trustee, by notice to the Corporation or the Holders of at least
\n25% in principal amount of the Securities of that series by notice to the
\nCorporation and the Trustee, may declare the principal (or, in the case of
\nDiscounted Securities, such amount of principal as may be provided for in such
\nSecurities) of and accrued interest, if any, on all the Securities of that
\nseries to be due and payable immediately. Upon such a declaration such principal
\nand interest, if any, shall be due and payable immediately. The Holders of a
\nmajority in principal amount of the Securities of any series by notice to the
\nTrustee may rescind an acceleration (and upon such rescission any Event of
\nDefault caused by such acceleration shall be deemed cured) with respect to that
\nseries and its consequences if all existing Events of Default with respect to
\nthe series have been cured or waived, if the rescission would not conflict with
\nany judgment or decree, and if all payments due to the Trustee and any
\npredecessor Trustee under Section 7.07 have been made.<\/p>\n

SECTION 6.03. Other Remedies<\/u>.<\/p>\n

If an Event of Default with respect to a series of Securities occurs and is
\ncontinuing, the Trustee may pursue any available remedy by proceeding at law or
\nin equity to collect the<\/p>\n

28<\/p>\n

\n

payment of principal of (or, in the case of Discounted Securities, such
\namount of principal as may be provided for in such Securities) or interest, if
\nany, on the Securities of that series or to enforce the performance of any
\nprovision of such Securities or this Indenture.<\/p>\n

The Trustee may maintain a proceeding even if it does not possess any of the
\nSecurities or does not produce any of them in the proceeding. A delay or
\nomission by the Trustee or any Securityholder in exercising any right or remedy
\naccruing upon an Event of Default shall not impair the right or remedy or
\nconstitute a waiver of acquiescence in the Event of Default. No remedy is
\nexclusive of any other remedy. All available remedies are cumulative to the
\nextent permitted by law.<\/p>\n

SECTION 6.04. Waiver of Past Defaults<\/u>.<\/p>\n

Subject to Section 9.02 the Holders of a majority in principal amount of the
\nSecurities of a series by notice to the Trustee may waive an existing Default or
\nEvent of Default with respect to that series and its consequences. When a
\nDefault or Event of Default is waived, it is cured and stops continuing, but no
\nsuch waiver shall extend to any subsequent or other Default or Event of Default
\nor impair any right consequent thereto.<\/p>\n

SECTION 6.05. Control by Majority<\/u>.<\/p>\n

The Holders of a majority in principal amount of the Securities of a series
\nmay direct the time, method and place of conducting any proceeding for any
\nremedy available to the Trustee or of exercising any trust or power conferred on
\nit with respect to that series. However, the Trustee may refuse to follow any
\ndirection that conflicts with law or this Indenture, or, subject to Section
\n7.01, that the Trustee determines is unduly prejudicial to the rights of other
\nHolders of Securities of the same series or would involve the Trustee in
\npersonal liability.<\/p>\n

SECTION 6.06. Limitation on Suits<\/u>.<\/p>\n

No Holder of a Security of any series may pursue any remedy with respect to
\nthis Indenture or the Securities unless:<\/p>\n

(1) the Holder gives to the Trustee written notice stating that an Event of
\nDefault with respect to the Securities of the series is continuing;<\/p>\n

(2) the Holders of at least 25% in principal amount of the Securities of that
\nseries make a written request to the Trustee to pursue the remedy;<\/p>\n

(3) such Holder or Holders offer to the Trustee indemnity satisfactory to the
\nTrustee against any loss, liability or expense;<\/p>\n

(4) the Trustee does not comply with the request within 60 days after receipt
\nof the request and the offer of indemnity; and<\/p>\n

(5) during such 60-day period the Holders of a majority in principal amount
\nof the Securities of that series do not give the Trustee a direction
\ninconsistent with the request.<\/p>\n

29<\/p>\n

\n

A Securityholder may not use this Indenture to prejudice the rights of
\nanother Securityholder or to obtain a preference or priority over any other
\nSecurityholder.<\/p>\n

SECTION 6.07. Rights of Holders to Receive Payment<\/u>.<\/p>\n

Notwithstanding any other provision of this Indenture, the right of any
\nHolder to receive payment of principal of and interest, if any, on the Security
\non or after the respective due dates expressed in the Security, or to bring suit
\nfor the enforcement of any such payment on or after such respective date, shall
\nnot be impaired or affected without the consent of the Holder.<\/p>\n

SECTION 6.08. Collection Suit by Trustee<\/u>.<\/p>\n

If an Event of Default in payment of interest or principal specified in
\nSection 6.01(1) or (2) occurs and is continuing, subject to Sections 6.02 and
\n6.04 the Trustee may recover judgment in its own name and as trustee of an
\nexpress trust against the Corporation for the whole amount of principal and
\ninterest, if any, remaining unpaid.<\/p>\n

SECTION 6.09. Trustee May File Proofs of Claim<\/u>.<\/p>\n

The Trustee may file such proofs of claim and other papers or documents as
\nmay be necessary or advisable in order to have the claims of the Trustee and the
\nSecurityholders allowed in any judicial proceedings relative to the Corporation,
\nor any of its creditors or property, and unless prohibited by law or applicable
\nregulations, may vote on behalf of the Holders in any election of a trustee in
\nbankruptcy or other person performing similar functions.<\/p>\n

SECTION 6.10. Priorities<\/u>.<\/p>\n

If the Trustee collects any money pursuant to this Article with respect to
\nthe Securities of any series, it shall pay out the money in the following order:\n<\/p>\n

First: to the Trustee for amounts due under Section 7.07;<\/p>\n

Second: to Holders of Securities of that series for amounts due and unpaid on
\nsuch Securities for principal and interest, if any, ratably, without preference
\nor priority of any kind, according to the amounts due and payable on such
\nSecurities for principal and interest, if any, respectively; and<\/p>\n

Third: to the Corporation.<\/p>\n

The Trustee may fix a record date and payment date for any payment to
\nSecurityholders pursuant to this Section.<\/p>\n

SECTION 6.11. Undertaking for Costs<\/u>.<\/p>\n

In any suit for the enforcement of any right or remedy under this Indenture
\nor in any suit against the Trustee for any action taken or omitted by it as
\nTrustee, a court in its discretion may require the filing by any party litigant
\nin the suit other than the Trustee of an undertaking to pay the costs of the
\nsuit, and the court in its discretion may assess reasonable costs, including\n<\/p>\n

30<\/p>\n

\n

reasonable attorneys153 fees and expenses, against any party litigant in the
\nsuit including the Trustee, having due regard to the merits and good faith of
\nthe claims or defenses made by the party litigant. This Section does not apply
\nto a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
\nby Holders of more than 10% in principal amount of the Securities of any series.\n<\/p>\n

ARTICLE 7 <\/strong><\/p>\n

TRUSTEE <\/strong><\/p>\n

SECTION 7.01. Duties of Trustee<\/u>.<\/p>\n

(a) If an Event of Default has occurred and is continuing, the Trustee shall
\nwith respect to Securities exercise its rights and powers and use the same
\ndegree of care and skill in their exercise as a prudent man would exercise or
\nuse under the circumstances in the conduct of his own affairs.<\/p>\n

(b) Except during the continuance of an Event of Default:<\/p>\n

(1) the Trustee need perform only those duties that are specifically set
\nforth in this Indenture and no others; and<\/p>\n

(2) in the absence of bad faith on its part, the Trustee may rely
\nconclusively, as to the truth of the statements and the correctness of the
\nopinions expressed therein, upon certificates, notices or opinions furnished to
\nthe Trustee and conforming to the requirements of this Indenture. However, in
\nthe case of certificates, notices or opinions specifically required by any
\nprovision hereof to be furnished to it, the Trustee shall examine the
\ncertificates, notices and opinions to determine whether or not they conform to
\nthe requirements of this Indenture (but need not confirm or investigate the
\naccuracy of mathematical calculations or other facts stated therein).<\/p>\n

(c) The Trustee may not be relieved from liability for its own negligent
\naction, its own negligent failure to act or its own willful misconduct, except
\nthat:<\/p>\n

(1) this subsection does not limit the effect of subsection (b) above;<\/p>\n

(2) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Trust Officer, unless it is proved that the Trustee was negligent in
\nascertaining the pertinent facts; and<\/p>\n

(3) the Trustee shall not be liable with respect to any action it takes or
\nomits to take in good faith in accordance with a direction received by it
\npursuant to Section 6.05.<\/p>\n

(d) Every provision of this Indenture that in any way relates to the Trustee
\nis subject to subsections (a), (b) and (c) above.<\/p>\n

(e) The Trustee may refuse to perform any duty or exercise any right or power
\nunless it receives indemnity satisfactory to it against any loss, liability or
\nexpense.<\/p>\n

31<\/p>\n

\n

(f) The Trustee shall not be liable for interest on any money received by it
\nexcept as the Trustee may agree with the Corporation.<\/p>\n

SECTION 7.02. Rights of Trustee<\/u>.<\/p>\n

(a) Subject to Section 7.01 the Trustee may rely conclusively on any document
\nbelieved by it to be genuine and to have been signed or presented by the proper
\nperson. The Trustee need not investigate any fact or matter stated in the
\ndocument.<\/p>\n

(b) Before the Trustee acts or refrains from acting, it may require an
\nOfficers153 Certificate or an Opinion of Counsel or both. The Trustee shall not be
\nliable for any action it takes or omits to take in good faith in reliance on the
\nOfficers153 Certificate or Opinion of Counsel.<\/p>\n

(c) The Trustee may act through agents and shall not be responsible for the
\nmisconduct or negligence of any agent appointed with due care.<\/p>\n

(d) The Trustee shall not be liable for any action it takes or omits to take
\nin good faith which it believes to be authorized or within its rights or powers.\n<\/p>\n

(e) The Trustee shall be under no obligation to exercise any of the rights or
\npowers vested in it by this Indenture at the request or direction of any of the
\nHolders pursuant to this Indenture, unless such Holders shall have offered to
\nthe Trustee security or indemnity satisfactory to the Trustee against the costs,
\nexpenses and liabilities which might be incurred by the Trustee in compliance
\nwith such request or direction.<\/p>\n

(f) The Trustee shall not be deemed to have notice of any Default or Event of
\nDefault unless a Responsible Officer of the Trustee has actual knowledge thereof
\nor unless written notice of any event which is in fact such default is received
\nby the Trustee at the Corporate Trust Office of the Trustee, and such notice
\nreferences the Securities and this Indenture.<\/p>\n

(g) The rights, privileges, protections, immunities and benefits given to the
\nTrustee, including, without limitation, its right to be indemnified, are
\nextended to, and shall be enforceable by, the Trustee in each of its capacities
\nhereunder, and each agent, custodian and other person employed to act hereunder.\n<\/p>\n

(h) The Trustee may request that the Corporation deliver a certificate
\nsetting forth the names of individuals and\/or titles of officers authorized at
\nsuch time to take specified actions pursuant to this Indenture.<\/p>\n

SECTION 7.03. Individual Rights of Trustee, etc<\/u>.<\/p>\n

The Trustee in its individual or any other capacity may become the owner or
\npledgee of Securities and may otherwise deal with the Corporation or any of its
\naffiliates with the same rights it would have if it were not Trustee. Any Agent
\nmay do the same with like rights. However, the Trustee must comply with Sections
\n7.10 and 7.11.<\/p>\n

32<\/p>\n

\n

SECTION 7.04. Trustee153s Disclaimer<\/u>.<\/p>\n

The Trustee makes no representations as to the validity or adequacy of this
\nIndenture or the Securities, it shall not be accountable for the Corporation153s
\nuse of the proceeds from the Securities, and it shall not be responsible for any
\nstatement in the Securities other than its certificate of authentication.<\/p>\n

SECTION 7.05. Notice of Defaults<\/u>.<\/p>\n

If a Default occurs with respect to a series of Securities and is continuing
\nand if it is known to the Trustee, the Trustee shall give notice of the Default
\nto each Holder of Securities of that series within 90 days after it occurs.
\nExcept in the case of a default in payment on any Security, the Trustee may
\nwithhold the notice if and so long as a committee of its Responsible Officers in
\ngood faith determines that withholding the notice is in the interests of such
\nHolders.<\/p>\n

SECTION 7.06. Reports by Trustee to Holders<\/u>.<\/p>\n

If required pursuant to TIA Section 313(a), the Trustee, within 60 days after
\neach May 15, shall mail to each Securityholder a brief report dated as of May 15
\nthat complies with TIA Section 313(a). The Trustee also shall comply with the
\nreporting obligations of TIA Section 313(b).<\/p>\n

A copy of each report at the time of its mailing to Securityholders shall be
\nfiled with the SEC and each stock exchange on which the Securities are listed.
\nThe Corporation agrees to notify the Trustee whenever the Securities become
\nlisted on any stock exchange.<\/p>\n

SECTION 7.07. Compensation and Indemnity<\/u>.<\/p>\n

The Corporation shall pay to the Trustee from time to time reasonable
\ncompensation for its services. The Corporation shall reimburse the Trustee upon
\nrequest for all reasonable out-of-pocket expenses incurred by it. Such expenses
\nshall include the reasonable compensation and expenses of the Trustee153s agents
\nand counsel. The Corporation shall fully indemnify the Trustee against any and
\nall losses, claims, damages, expenses or liabilities incurred by it in
\nconnection with the administration of this trust and its duties hereunder. The
\nTrustee, upon a Trust Officer becoming aware thereof, shall notify the
\nCorporation promptly of any claim for which it may seek indemnity. The
\nCorporation need not pay for any settlement made without its consent. The
\nCorporation need not reimburse any expense or indemnify against any loss or
\nliability incurred by the Trustee through its own gross negligence, bad faith,
\nor willful misconduct.<\/p>\n

To secure the Corporation153s payment obligations in this Section, the Trustee
\nshall have a senior claim to which the Securities are hereby made subordinate on
\nall money or property held or collected by the Trustee, except that held in
\ntrust to pay principal of and interest, if any, on particular Securities. The
\nprovisions of this Section shall survive the termination of this Indenture or
\nthe resignation or removal of the Trustee.<\/p>\n

When the Trustee incurs expenses or renders services after an Event of
\nDefault specified in Section 6.01(4) or (5) occurs, the expenses and the
\ncompensation for the services are intended to constitute expenses of
\nadministration under any Bankruptcy Law.<\/p>\n

33<\/p>\n

\n

The benefits of this Section 7.07 shall survive the termination of this
\nIndenture.<\/p>\n

SECTION 7.08. Replacement of Trustee<\/u>.<\/p>\n

The Trustee may resign with respect to the Securities of one or more series
\nby so notifying the Corporation. The Holders of a majority in principal amount
\nof the Securities of any series may remove the Trustee with respect to that
\nseries by so notifying the removed Trustee and may appoint a successor Trustee
\nwith the Corporation153s consent. The Corporation may remove the Trustee if:<\/p>\n

(1) the Trustee fails to comply with Section 7.10;<\/p>\n

(2) the Trustee is adjudged a bankrupt or an insolvent;<\/p>\n

(3) a receiver or other public officer takes charge of the Trustee or its
\nproperty; or<\/p>\n

(4) the Trustee otherwise becomes incapable of acting.<\/p>\n

If the Trustee resigns or is removed or if a vacancy exists in the office of
\ntrustee for any reason, the Corporation shall promptly appoint a successor
\nTrustee.<\/p>\n

A successor Trustee shall deliver a written acceptance of its appointment to
\nthe retiring Trustee and to the Corporation. Immediately thereafter, the
\nretiring Trustee shall transfer all property held by it as Trustee for the
\nbenefit of the series with respect to which it is retiring to the successor
\nTrustee, the resignation or removal of the retiring Trustee shall then become
\neffective, and the successor Trustee shall have all the rights, powers and
\nduties of the Trustee under this Indenture with respect to that series. A
\nsuccessor Trustee shall give notice of its succession to each Holder of the
\nSecurities of the series affected.<\/p>\n

If pursuant to Section 2.03(5) a trustee, other than the Trustee initially
\nnamed in this Indenture (or any successor thereto), is appointed with respect to
\none or more series of Securities, the Corporation, the Trustee initially named
\nin this Indenture (or any successor thereto) and such newly appointed trustee
\nshall execute and deliver a supplement to this Indenture which shall contain
\nsuch provisions as shall be necessary or desirable to confirm that all the
\nrights, powers, trusts and duties of the Trustee initially named in this
\nIndenture (or any successor thereto) with respect to the Securities of any
\nseries as to which the Trustee is continuing as trustee hereunder shall continue
\nto be vested in the Trustee initially named in this Indenture (or any successor
\nthereto), and shall add to, supplement or change any of the provisions of this
\nIndenture as shall be necessary or desirable to provide for or facilitate the
\nadministration of the trusts hereunder by more than one trustee, it being
\nunderstood that nothing herein or in such supplemental indenture shall
\nconstitute such trustees co-trustees of the same trust and that each such
\ntrustee shall be trustee of a trust or trusts relating to the separate series of
\nSecurities as if it were acting under a separate indenture.<\/p>\n

If a successor Trustee with respect to a series of Securities does not take
\noffice within 60 days after the retiring Trustee resigns or is removed, the
\nretiring Trustee, the Corporation or the Holders of a majority in principal
\namount of the Securities of that series may petition any court of competent
\njurisdiction for the appointment of a successor Trustee.<\/p>\n

34<\/p>\n

\n

If the Trustee with respect to a series of Securities fails to comply with
\nSection 7.10, any Holder of Securities of that series may petition any court of
\ncompetent jurisdiction for the removal of the Trustee and the appointment of a
\nsuccessor Trustee.<\/p>\n

If there are two or more Trustees at any time under this Indenture, each will
\nbe the Trustee of a separate trust held under this Indenture for the benefit of
\nthe series of Securities for which it is acting as Trustee and the rights and
\nobligations of each Trustee will be determined as if it were acting under a
\nseparate indenture.<\/p>\n

SECTION 7.09. Successor Trustee by Merger, etc<\/u>.<\/p>\n

If the Trustee consolidates with, merges or converts into or transfers all or
\nsubstantially all its corporate trust assets to another corporation, the
\nresulting, surviving or transferee corporation without any further act shall be
\nthe successor Trustee.<\/p>\n

SECTION 7.10. Eligibility; Disqualification<\/u>.<\/p>\n

This Indenture shall always have a Trustee that satisfies the requirements of
\nTIA Section 310(a). The Trustee shall have a combined capital and surplus of at
\nleast $5,000,000 as set forth in its most recent published annual report of
\ncondition. The Trustee shall comply with TIA Section 310(b), provided that the
\nquestion whether the Trustee has a conflicting interest shall be determined as
\nif each series of Securities were separate issues of securities issued under
\nseparate indentures.<\/p>\n

SECTION 7.11. Preferential Collection of Claims Against Corporation<\/u>.\n<\/p>\n

The Trustee shall comply with TIA Section 311(a), excluding any creditor
\nrelationship listed in TIA Section 311(b). A Trustee who has resigned or been
\nremoved shall be subject to TIA Section 311(a) to the extent indicated therein.\n<\/p>\n

ARTICLE 8 <\/strong><\/p>\n

SATISFACTION, DISCHARGE AND DEFEASANCE <\/strong><\/p>\n

SECTION 8.01. Satisfaction and Discharge Under Limited Circumstances<\/u>.\n<\/p>\n

If at any time (a) all Securities of a series previously authenticated (other
\nthan any Securities destroyed, lost or stolen and replaced or paid as provided
\nin Section 2.08) shall have been delivered to the Trustee for cancellation, or
\n(b) all the Securities of a series not previously delivered to the Trustee for
\ncancellation shall have become due and payable, the Corporation has deposited or
\ncaused to be deposited with the Trustee as trust funds the entire amount (other
\nthan moneys paid to the Corporation in accordance with Section 8.05) sufficient
\nto pay at maturity or upon redemption all Securities of that series not
\npreviously delivered to the Trustee for cancellation, including principal and
\ninterest, if any, due, and if, in either case, the Corporation also shall pay
\nall other sums then payable under this Indenture by the Corporation, then this
\nIndenture shall cease to be of further effect with respect to Securities of that
\nseries, and the Trustee, on demand of and at the cost and expense of the
\nCorporation, shall execute proper instruments acknowledging satisfaction of and
\ndischarging this Indenture with respect to<\/p>\n

35<\/p>\n

\n

Securities of that series. The Corporation will reimburse the Trustee for any
\nsubsequent costs or expenses reasonably and properly incurred by the Trustee in
\nconnection with this Indenture or the Securities.<\/p>\n

SECTION 8.02. Satisfaction and Discharge of Indenture<\/u>.<\/p>\n

The Corporation may take any action provided for in this Section unless the
\nSecurities of the affected series specifically provide that this Section shall
\nnot apply to the series. The Corporation at any time at its option may terminate
\nall of its obligations under the Securities of a series previously authenticated
\nand its obligations under this Indenture with respect to such series (except as
\nprovided below), and the Trustee, at the expense of the Corporation, shall, upon
\nthe request of the Corporation, execute proper instruments acknowledging
\nsatisfaction of and discharging this Indenture with respect to Securities of
\nthat series, effective on the date the following conditions are satisfied:<\/p>\n

(1) with reference to this Section, the Corporation has deposited or caused
\nto be deposited with the Trustee, as trust funds in trust, specifically pledged
\nas security for and dedicated solely to the benefit of the Holders of the
\nSecurities of that series, (a) lawful money, in the currency or currencies in
\nwhich Securities of that series are payable, in an amount, or (b) if the
\nSecurities of that series are payable in Dollars, U.S. Government Obligations
\nwhich through the payment of interest and principal in respect thereof in
\naccordance with their terms (and, as to callable U.S. Government Obligations,
\nregardless of when they are called) will provide not later than the opening of
\nbusiness on the due dates of any payment of the principal of and interest, if
\nany, on the Securities of that series lawful money of the United States in an
\namount, or (c) a combination thereof, sufficient to pay and discharge the
\nprincipal of and interest, if any, on the Securities of that series on the date
\non which such payments are due and payable in accordance with the terms of this
\nIndenture and of the Securities of that series and 91 days have passed during
\nwhich no Event of Default under Section 6.01(4) or 6.01(5) has occurred;<\/p>\n

(2) if the Securities of that series are then listed on any national
\nsecurities exchange, the Corporation shall have delivered to the Trustee an
\nOpinion of Counsel to the effect that such deposit, defeasance and discharge
\nwill not cause such Securities to be delisted;<\/p>\n

(3) the Corporation has delivered to the Trustee an Opinion of Counsel, to
\nthe effect that, based on applicable U.S. federal income tax law or a ruling
\npublished by the United States Internal Revenue Service, the discharge will not
\nbe deemed, or result in, a taxable event with respect to the Holders; and<\/p>\n

(4) the Corporation has delivered to the Trustee an Officers153 Certificate and
\nan Opinion of Counsel, complying with Section 10.04 relating to the
\nCorporation153s exercise of such option.<\/p>\n

The trust established pursuant to clause (1) above shall be irrevocable and
\nshall be made under the terms of an escrow trust agreement in form and substance
\nsatisfactory to the Trustee. The escrow trust agreement may, at the
\nCorporation153s election, grant the Corporation the right to substitute U.S.
\nGovernment Obligations from time to time for any or all of the U.S. Government\n<\/p>\n

36<\/p>\n

\n

Obligations deposited with the Trustee pursuant to this Section and the
\nescrow trust agreement; provided, that the condition specified in clause (1)
\nabove is satisfied immediately following any such substitution or substitutions.
\nIf any Securities of a series are to be redeemed prior to their stated maturity
\npursuant to optional redemption provisions the applicable escrow trust agreement
\nshall provide therefor and the Corporation shall make such arrangements as are
\nsatisfactory to the Trustee for the giving of notice of redemption by the
\nTrustee in the name, and at the expense, of the Corporation.<\/p>\n

Upon the satisfaction of the conditions set forth in this Section with
\nrespect to a series of the Securities, the terms and conditions of the
\nSecurities of that series, including the terms and conditions with respect
\nthereto set forth in this Indenture, no longer shall be binding upon, or
\napplicable to, the Corporation.<\/p>\n

Notwithstanding the satisfaction and discharge of this Indenture, the
\nobligations of the Corporation under Sections 2.04, 2.05, 2.06, 2.07, 2.08,
\n2.10, 7.07 and 7.08 with respect to the Securities of that series shall survive
\nuntil the Securities of that series no longer are outstanding. Thereafter, the
\nCorporation153s obligations in Section 7.07 shall survive such satisfaction and
\ndischarge.<\/p>\n

“U.S. Government Obligations” means the following obligations:<\/p>\n

(1) direct obligations of the United States for the payment of which its full
\nfaith and credit is pledged; or<\/p>\n

(2) obligations of a person controlled or supervised by and acting as an
\nagency or instrumentality of the United States the payment of which is
\nunconditionally guaranteed as a full faith and credit obligation by the United
\nStates.<\/p>\n

SECTION 8.03. Defeasance of Certain Obligations<\/u>.<\/p>\n

The Corporation may take any action provided for in this Section unless the
\nSecurities of the affected series specifically provide that this Section shall
\nnot apply to the series. The Corporation at any time at its option may cease to
\nbe under any obligation to comply with Sections 4.03, 4.04, 4.06, 4.07, 5.01,
\n5.02 and 6.02, or to comply with any other covenants or agreements of the
\nCorporation applicable to Securities of that series as to which the provisions
\nof this Section are expressly made applicable by the Board Resolution or
\nResolutions or supplemental indenture contemplated by Sections 2.01 and 2.03,
\nwith respect to Securities of a series effective on the date the following
\nconditions are satisfied:<\/p>\n

(1) with reference to this Section, the Corporation has deposited or caused
\nto be deposited with the Trustee irrevocably, as trust funds in trust,
\nspecifically pledged as security for and dedicated solely to the benefit of the
\nHolders of the Securities of that series, (a) lawful money, in the currency or
\ncurrencies in which Securities of that series are payable, in an amount, or (b)
\nif the Securities of that series are payable in Dollars, U.S. Government
\nObligations which through the payment of interest and principal in respect
\nthereof in accordance with their terms (and, as to callable U.S. Government
\nObligations, regardless of when they are called) will provide not later than the
\nopening of business on the due dates of any payment of principal of and
\ninterest, if any, on the<\/p>\n

37<\/p>\n

\n

Securities of that series lawful money of the United States in an amount, or
\n(c) a combination thereof, sufficient to pay and discharge the principal of and
\ninterest, if any, on the Securities of that series on the day on which such
\npayments are due and payable in accordance with the terms of this Indenture and
\nof the Securities of that series;<\/p>\n

(2) the Corporation has delivered to the Trustee an Opinion of Counsel, to
\nthe effect that, based on applicable U.S. federal income tax law or a ruling
\npublished by the United States Internal Revenue Service, the defeasance will not
\nbe deemed, or result in, a taxable event with respect to the Holders; and<\/p>\n

(3) the Corporation has delivered to the Trustee an Officers153 Certificate and
\nan Opinion of Counsel complying with Section 10.04 relating to the Corporation153s
\nexercise of such option.<\/p>\n

The trust established pursuant to clause (1) above shall be irrevocable and
\nshall be made under the terms of an escrow trust agreement in form and substance
\nsatisfactory to the Trustee. The escrow trust agreement may, at the
\nCorporation153s election, grant the Corporation the right to substitute U.S.
\nGovernment Obligations from time to time for any or all of the U.S. Government
\nObligations deposited with the Trustee pursuant to this Section and the escrow
\ntrust agreement; provided, that the condition specified in clause (1) above is
\nsatisfied immediately following any such substitution or substitutions. If any
\nSecurities of a series are to be redeemed prior to their stated maturity
\npursuant to optional redemption provisions the applicable escrow trust agreement
\nshall provide therefor and the Corporation shall make such arrangements as are
\nsatisfactory to the Trustee for the giving of notice of redemption by the
\nTrustee in the name, and at the expense, of the Corporation.<\/p>\n

The Corporation153s exercise of its option under this Section shall not
\npreclude the Corporation from subsequently exercising its option under Section
\n8.02 hereof and the Corporation may so exercise that option by providing the
\nTrustee with written notice to such effect.<\/p>\n

SECTION 8.04. Application of Trust Money<\/u>.<\/p>\n

The Trustee shall hold in trust money and U.S. Government Obligations
\ndeposited with it pursuant to Section 8.01, 8.02 or 8.03. It shall apply the
\ndeposited money and U.S. Government Obligations through the Paying Agent and in
\naccordance with this Indenture, to the payment of principal and interest, if
\nany, on the Securities of the series for the payment of which such money and
\nU.S. Government Obligations has been deposited. The Holder of any Security
\nreplaced pursuant to Section 2.08 shall not be entitled to any such payment and
\nshall look only to the Corporation for any payment which such Holder may be
\nentitled to collect. In connection with the satisfaction and discharge of this
\nIndenture or the defeasance of certain obligations under this Indenture with
\nrespect to Securities of a series pursuant to Section 8.02 or Section 8.03
\nhereof, respectively, the escrow trust agreement may, at the Corporation153s
\nelection, (1) enable the Corporation to direct the Trustee to invest any money
\nreceived by the Trustee on the U.S. Government Obligations deposited in trust
\nthereunder in additional U.S. Government Obligations and (2) enable the
\nCorporation to withdraw monies or U.S. Government Obligations from the trust
\nfrom time to time; provided, that the condition specified in Section 8.02(1) or\n<\/p>\n

38<\/p>\n

\n

8.03(1) is satisfied immediately following any investment of such money by
\nthe Trustee or the withdrawal of monies or U.S. Government Obligations from the
\ntrust by the Corporation as the case may be.<\/p>\n

SECTION 8.05. Repayment to Corporation<\/u>.<\/p>\n

The Trustee and the Paying Agent shall promptly pay to the Corporation upon
\nrequest any excess money or securities held by them at any time. The Trustee and
\nthe Paying Agent shall pay, unless otherwise prohibited by mandatory provisions
\nof applicable escheat or abandoned or unclaimed property law, to the Corporation
\nupon request any money held by them for the payment of principal or interest, if
\nany, that remains unclaimed for two years.<\/p>\n

ARTICLE 9 <\/strong><\/p>\n

AMENDMENTS, SUPPLEMENTS AND WAIVERS <\/strong><\/p>\n

SECTION 9.01. Without Consent of Holders<\/u>.<\/p>\n

The Corporation may amend or supplement this Indenture or the Securities of
\nany series without notice to or consent of any Securityholder:<\/p>\n

(1) to cure any ambiguity, omission, defect or inconsistency;<\/p>\n

(2) to comply with Article 5;<\/p>\n

(3) to provide for uncertificated Securities in addition to or in place of
\ncertificated Securities;<\/p>\n

(4) to effectuate or comply with the provisions of Section 2.03(5) or 7.08;\n<\/p>\n

(5) to change or eliminate any of the provisions of this Indenture; provided,
\nhowever, that any such change or elimination shall become effective only when
\nthere is no outstanding Security of any series created prior to the execution of
\nsuch amendment or supplement that is entitled to the benefit of such provision;\n<\/p>\n

(6) to make any change that does not materially adversely affect the rights
\nof any Holder of any Security of that series;<\/p>\n

(7) to add or change or eliminate any provisions of this Indenture as shall
\nbe necessary or desirable in accordance with any amendments to the TIA; or<\/p>\n

(8) to establish the form or forms (or global form) of Securities of any
\nseries pursuant to Section 2.01 or the terms and conditions of Securities of any
\nseries pursuant to section 2.03.<\/p>\n

The Trustee may waive compliance by the Corporation with any provision of
\nthis Indenture or the Securities of any series without notice to or consent of
\nany Securityholder if the<\/p>\n

39<\/p>\n

\n

waiver does not materially adversely affect the rights of any Holder of any
\nSecurities of that series.<\/p>\n

SECTION 9.02. With Consent of Holders<\/u>.<\/p>\n

The Corporation may amend or supplement this Indenture or the Securities
\nwithout notice to any Securityholder but with the written consent of the Holders
\nof not less than a majority in principal amount of the Securities of each series
\naffected and the Trustee shall execute any such amendment or supplement at the
\ndirection of the Corporation. The Holders of a majority in principal amount of
\nthe Securities of each series affected may waive compliance by the Corporation
\nwith any provision of this Indenture or the Securities of each such series
\nwithout notice to any Securityholder. However, without the consent of each
\nSecurityholder affected, an amendment, supplement or waiver, including a waiver
\npursuant to Section 6.04, may not:<\/p>\n

(1) reduce the amount of Securities of any series whose Holders must consent
\nto an amendment, supplement or waiver;<\/p>\n

(2) reduce the rate of or extend the time for payment of interest on any
\nSecurity;<\/p>\n

(3) reduce the principal of or extend the fixed maturity of any Security;\n<\/p>\n

(4) reduce the portion of the principal amount of a Discounted Security
\npayable upon acceleration of its maturity; or<\/p>\n

(5) make any Security payable in a currency or currency unit other than that
\nstated in the Security.<\/p>\n

It shall not be necessary for any Act of Holders under this Section to
\napprove the particular form of any proposed supplement or amendment, but it
\nshall be sufficient if such Act shall approve the substance thereof.<\/p>\n

SECTION 9.03. Compliance with Trust Indenture Act of 1939<\/u>.<\/p>\n

Every amendment to or supplement of this Indenture or the Securities shall
\ncomply with the TIA as then in effect.<\/p>\n

SECTION 9.04. Revocation and Effect of Consents<\/u>.<\/p>\n

A consent to an amendment, supplement or waiver by a Holder of a Security
\nshall bind the Holder and every subsequent Holder of that Security or portion of
\nthe Security that evidences the same debt as the consenting Holder153s Security,
\neven if notation of the consent is not made on the Security. However, any such
\nHolder or subsequent Holder may revoke the consent as to his Security or portion
\nof the Security, provided that the Trustee receives written notice of revocation
\nbefore the date the amendment, supplement or waiver becomes effective.<\/p>\n

After an amendment, supplement or waiver becomes effective, it shall bind
\nevery Securityholder unless it makes a change described in clauses (2), (3), (4)
\nor (5) of Section 9.02. In that case the amendment, supplement or waiver shall
\nbind each Holder of a Security who has<\/p>\n

40<\/p>\n

\n

consented to it and every subsequent Holder of a Security or portion of a
\nSecurity that evidences the same debt as the consenting Holder153s Security.<\/p>\n

SECTION 9.05. Notation on or Exchange of Securities<\/u>.<\/p>\n

If an amendment, supplement or waiver changes the terms of a Security, the
\nTrustee may require the Holder of the Security to deliver it to the Trustee. The
\nTrustee may place an appropriate notation on the Security about the changed
\nterms and return it to the Holder. Alternatively, if the Corporation or the
\nTrustee so determine, the Corporation in exchange for the Security shall issue
\nand the Trustee shall authenticate a new Security that reflects the changed
\nterms.<\/p>\n

SECTION 9.06. Trustee to Sign Amendments, etc<\/u>.<\/p>\n

The Trustee shall sign any amendment, supplement or waiver authorized
\npursuant to this Article if the amendment, supplement or waiver does not
\nadversely affect the rights, duties, liabilities or immunities of the Trustee.
\nIf it does, the Trustee may but need not sign it. In signing such amendment,
\nsupplement or waiver the Trustee shall be provided with, and (subject to Section
\n7.01) shall be fully protected in relying upon, an Opinion of Counsel stating
\nthat such amendment, supplement or waiver is authorized or permitted by this
\nIndenture. The Corporation may not sign an amendment or supplement unless
\nauthorized by an appropriate Board Resolution.<\/p>\n

ARTICLE 10 <\/strong><\/p>\n

MISCELLANEOUS <\/strong><\/p>\n

SECTION 10.01. TIA Controls<\/u>.<\/p>\n

If any provision of this Indenture limits, qualifies or conflicts with
\nanother provision that is required to be included in this Indenture by the TIA
\nor limits, qualifies or conflicts with any other mandatory provision of the TIA,
\nthe required or mandatory provision shall control.<\/p>\n

SECTION 10.02. Notices<\/u>.<\/p>\n

Any notice or communication shall be sufficiently given if in writing and
\ndelivered in person or mailed by first-class mail addressed as follows:<\/p>\n

if to the Corporation:<\/p>\n

Lockheed Martin Corporation<\/p>\n

Attention: Vice President and Treasurer<\/p>\n

6801 Rockledge Drive<\/p>\n

Bethesda, Maryland 20817<\/p>\n

41<\/p>\n

\n

if to the Trustee:<\/p>\n

U.S. Bank National Association<\/p>\n

EP-MN-WS3C<\/p>\n

60 Livingston Avenue<\/p>\n

St. Paul, Minnesota 55107-1419<\/p>\n

Facsimile No.: (651) 495-8097<\/p>\n

Attention: Corporate Trust Services<\/p>\n

The Corporation or the Trustee by notice to the other may designate
\nadditional or different addresses for subsequent notices or communications.<\/p>\n

The Trustee agrees to accept and act upon instructions or directions pursuant
\nto this Indenture sent by unsecured facsimile transmission or other similar
\nunsecured electronic methods; provided, however, that (a) the party providing
\nsuch electronic instructions or directions, subsequent to the transmission
\nthereof, shall provide the originally executed instructions or directions to the
\nTrustee in a timely manner and (b) such originally executed instructions or
\ndirections shall be signed by an authorized representative of the party
\nproviding such instructions or directions. The Trustee shall not be liable for
\nany losses, costs or expenses arising directly or indirectly from the Trustee153s
\nreliance upon and compliance with such instructions or directions
\nnotwithstanding such instructions or directions conflict or are inconsistent
\nwith a subsequent written instruction or direction or if the subsequent written
\ninstruction or direction is never received. The party providing instructions or
\ndirections by unsecured facsimile transmission or other similar unsecured
\nelectronic methods, as aforesaid, agrees to assume all risks arising out of the
\nuse of such electronic methods to submit instructions and directions to the
\nTrustee, including without limitation the risk of the Trustee acting on
\nunauthorized instructions, and the risk of interception and misuse by third
\nparties. Nothing in this Section 10.02 shall require the Trustee to act upon
\ninstructions or directions sent by e-mail transmissions.<\/p>\n

Any notice or communication to a Securityholder will be mailed by first class
\nmail, certified or registered, return receipt requested, or by overnight air
\ncourier guaranteeing next day delivery to its address shown on the register kept
\nby the Registrar. Any notice or communication will also be so mailed to any
\nPerson described in TIA \u00a7313(c), to the extent required by the TIA. Failure to
\nmail a notice or communication to a Securityholder or any defect in it will not
\naffect its sufficiency with respect to other Securityholders.<\/p>\n

If a notice or communication is given in the manner provided above within the
\ntime prescribed, it is duly given, whether or not the addressee receives it.\n<\/p>\n

SECTION 10.03. Communication by Holders with Other Holders<\/u>.<\/p>\n

Securityholders may communicate pursuant to TIA Section 312(b) with other
\nSecurityholders with respect to their rights under this Indenture or the
\nSecurities. The Corporation, the Trustee, the Registrar and anyone else shall
\nhave the protection of TIA Section 312(c).<\/p>\n

42<\/p>\n

\n

SECTION 10.04. Certificate and Opinion as to Conditions Precedent<\/u>.\n<\/p>\n

Upon any request or application by the Corporation to the Trustee to take any
\naction under this Indenture, if so requested, the Corporation shall furnish to
\nthe Trustee:<\/p>\n

(1) an Officers153 Certificate stating that, in the opinion of the signers, all
\nconditions precedent, if any, provided for in this Indenture relating to the
\nproposed action have been complied with; and<\/p>\n

(2) an Opinion of Counsel stating that, in the opinion of such counsel, all
\nsuch conditions precedent have been complied with.<\/p>\n

SECTION 10.05. Statements Required in Certificate or Opinion<\/u>.<\/p>\n

Each certificate or opinion with respect to compliance with a condition or
\ncovenant provided for in this Indenture shall include:<\/p>\n

(1) a statement that the person making such certificate or opinion has read
\nsuch covenant or condition;<\/p>\n

(2) a brief statement as to the nature and scope of the examination or
\ninvestigation upon which the statements or opinions contained in such
\ncertificate or opinion are based;<\/p>\n

(3) a statement that, in the opinion of such person, the person has made such
\nexamination or investigation as is necessary to enable the person to express an
\ninformed opinion as to whether such covenant or condition has been complied
\nwith; and<\/p>\n

(4) a statement as to whether or not, in the opinion of such person, such
\ncondition or covenant has been complied with.<\/p>\n

SECTION 10.06. When Treasury Securities Disregarded<\/u>.<\/p>\n

In determining whether the Holders of the required principal amount of
\nSecurities have concurred in any direction, waiver or consent, Securities owned
\nby the Corporation or by any person directly or indirectly controlling or
\ncontrolled by or under direct or indirect common control with the Corporation,
\nshall be disregarded, except that for the purpose of determining whether the
\nTrustee shall be protected in relying on any such direction, waiver or consent,
\nonly Securities that a Trust Officer of the Trustee actually knows are so owned
\nshall be so disregarded. Also, subject to the foregoing, only Securities
\noutstanding at the time shall be considered in any such determination.<\/p>\n

SECTION 10.07. Rules by Trustee, Paying Agent and Registrar<\/u>.<\/p>\n

The Trustee may make reasonable rules for action by or a meeting of
\nSecurityholders. The Paying Agent or Registrar may make reasonable rules for its
\nfunctions.<\/p>\n

43<\/p>\n

\n

SECTION 10.08. Legal Holidays<\/u>.<\/p>\n

A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which
\nbanking institutions are not required to be open. If a payment date is a Legal
\nHoliday at a Place of Payment, payment shall be made at that place on the next
\nsucceeding day that is not a Legal Holiday, and no interest shall accrue for the
\nintervening period. If a regular record date is a Legal Holiday in the state or
\nother jurisdiction in which the Trustee maintains its principal place of
\nbusiness, then the record date shall be the next succeeding day that is not a
\nLegal Holiday in such state or other jurisdiction.<\/p>\n

SECTION 10.09. Governing Law<\/u>.<\/p>\n

The laws of the State of Maryland shall govern this Indenture and the
\nSecurities.<\/p>\n

SECTION 10.10. No Adverse Interpretation of Other Agreements<\/u>.<\/p>\n

This Indenture may not be used to interpret another indenture, loan or debt
\nagreement of the Corporation or any Subsidiary of the Corporation. Any such
\nindenture, loan or debt agreement may not be used to interpret this Indenture.\n<\/p>\n

SECTION 10.11. No Recourse Against Others<\/u>.<\/p>\n

A director, officer, employee or stockholder, as such, of the Corporation
\nshall not have any liability for any obligation of the Corporation under the
\nSecurities or the Indenture or for any claim based on, with respect to or by
\nreason of such obligations or their creation. All such liability is waived and
\nreleased as a condition of, and as partial consideration for, the execution of
\nthis Indenture and the issue of the Securities.<\/p>\n

SECTION 10.12. Securities in a Foreign Currency<\/u>.<\/p>\n

Unless otherwise specified in an Officers153 Certificate delivered pursuant to
\nSection 2.01 of this Indenture with respect to a particular series of
\nSecurities, whenever for purposes of this Indenture any action may be taken by
\nthe holders of a specified percentage in aggregate principal amount of
\nSecurities of all series at the time outstanding and, at such time, there are
\noutstanding Securities of any series which are denominated in a Foreign
\nCurrency, then the principal amount of Securities of such series which shall be
\ndeemed to be outstanding for the purpose of taking such action shall be that
\namount of Dollars that could be obtained for such amount at the Market Exchange
\nRate on the record date fixed for such action or, if no record date is fixed, on
\nthe New York Business Day immediately preceding the date of such action.<\/p>\n

SECTION 10.13. Judgment Currency<\/u>.<\/p>\n

If, for the purpose of obtaining a judgment in any court with respect to any
\nobligation of the Corporation hereunder or under any Security or any related
\ncoupon it shall become necessary to convert into any other currency or currency
\nunit any amount in the currency or currency unit due hereunder or under such
\nSecurity or coupon then such conversion shall be made by the Currency
\nDetermination Agent at the Market Exchange Rate as in effect on the date of
\nentry of the judgment (the “Judgment Date”). If pursuant to any such judgment,
\nconversion shall be made<\/p>\n

44<\/p>\n

\n

on a date (the “Substitute Date”) other than the Judgment Date and there
\nshall occur a change between the Market Exchange Rate as in effect on the
\nJudgment Date and the Market Exchange Rate as in effect on the Substitute Date,
\nthe Corporation agrees to pay such additional amounts (if any) as may be
\nnecessary to ensure that the amount paid is equal to the amount in such other
\ncurrency or currency unit which, when converted at the Market Exchange Rate as
\nin effect on the Judgment Date, is the amount due hereunder or under such
\nSecurity or coupon. Any amount due from the Corporation under this Section shall
\nbe due as a separate debt and is not to be affected by or merged into any
\njudgment being obtained for any other sums due hereunder or with respect to any
\nSecurity or coupon. In no event, however, shall the Corporation be required to
\npay more in the currency or currency unit due hereunder or under such Security
\nor coupon at the Market Exchange Rate as in effect on the Judgment Date than the
\namount of currency or currency unit stated to be due hereunder or under such
\nSecurity or coupon so that in any event the Corporation153s obligations hereunder
\nor under such Security or coupon will be effectively maintained as obligations
\nin such currency or currency unit, and the Corporation shall be entitled to
\nwithhold (or be reimbursed for, as the case may be) any excess of the amount
\nactually realized upon any such conversion on the Substitute Date over the
\namount due and payable on the Judgment Date.<\/p>\n

SECTION 10.14. Successors<\/u>.<\/p>\n

All agreements of the Corporation in this Indenture and the Securities shall
\nbind its successor. All agreements of the Trustee in this Indenture shall bind
\nits successor.<\/p>\n

SECTION 10.15. Duplicate Originals<\/u>.<\/p>\n

The parties may sign any number of copies of this Indenture. One signed copy
\nis enough to prove this Indenture.<\/p>\n

SECTION 10.16. Acts of Holders; Record Dates<\/u>.<\/p>\n

(a) Any request, demand, authorization, direction, notice, consent, waiver or
\nother action provided by this Indenture to be given or taken by Holders may be
\nembodied in and evidenced by one or more instruments of substantially similar
\ntenor signed by such Holders in person or by agent duly appointed in writing;
\nand, except as herein otherwise expressly provided, such action shall become
\neffective when such instrument or instruments are delivered to the Trustee and,
\nwhere it is hereby expressly required, to the Corporation. Such instrument or
\ninstruments (and the action embodied therein and evidenced thereby) are herein
\nsometimes referred to as the “Act” of the Holders signing such instrument or
\ninstruments. Proof of execution of any such instrument or of a writing
\nappointing any such agent shall be sufficient for any purpose of this Indenture
\nand (subject to Section 7.1(e)) conclusive in favor of the Trustee and the
\nCorporation, if made in the manner provided in this Section.<\/p>\n

(b) The fact and date of the execution by any person of any such instrument
\nor writing may be proved by the affidavit of a witness of such execution or by a
\ncertificate of a notary public or other officer authorized by law to take
\nacknowledgements of deeds, certifying that the individual signing such
\ninstrument or writing acknowledged to such officer the execution thereof. Where
\nsuch execution is by a signer acting in a capacity other than such signer153s<\/p>\n

45<\/p>\n

\n

individual capacity, such certificate or affidavit shall also constitute
\nsufficient proof of such signer153s authority. The fact and date of the execution
\nof any such instrument or writing, or the authority of the person executing the
\nsame, may also be proved in any other manner which the Trustee deems sufficient.\n<\/p>\n

(c) The Corporation may, in the circumstances permitted by the TIA, fix any
\nday as the record date for the purpose of determining the Holders of Securities
\nof any series entitled to give or take any request, demand, authorization,
\ndirection, notice, consent, waiver or other action, or to vote on any action,
\nauthorized or permitted to be given or taken by Holders of Securities of such
\nseries. If not set by the Corporation prior to the first solicitation of a
\nHolder of Securities of such series made by any person in respect of any such
\naction, or, in the case of any such vote, prior to such vote, the record date
\nfor any such action or vote shall be the 30th day (or, if later, the date of the
\nmost recent list of Holders required to be provided pursuant to Section 2.6)
\nprior to such first solicitation or vote, as the case may be. With regard to any
\nrecord date for action to be taken by the Holders of one or more series of
\nSecurities, only the Holders of Securities of such series on such date (or their
\nduly designated proxies) shall be entitled to give or take, or vote on, the
\nrelevant action.<\/p>\n

SECTION 10.17. Waiver of Jury Trial<\/u>.<\/p>\n

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
\nEXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
\nLEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR
\nTHE TRANSACTION CONTEMPLATED HEREBY.<\/p>\n

SECTION 10.18. Force Majeure<\/u>.<\/p>\n

In no event shall the Trustee be responsible or liable for any failure or
\ndelay in the performance of its obligations hereunder arising out of or caused
\nby, directly or indirectly, forces beyond its control, including, without
\nlimitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
\nor military disturbances, nuclear or natural catastrophes or acts of God, and
\ninterruptions, loss or malfunctions of utilities, communications or computer
\n(software and hardware) services; it being understood that the Trustee shall use
\nreasonable efforts which are consistent with accepted practices in the banking
\nindustry to resume performance as soon as practicable under the circumstances.\n<\/p>\n

SECTION 10.19. Counterparts<\/u>.<\/p>\n

This Indenture may be executed in any number of counterparts, each of which
\nso executed shall be deemed to be an original, but all such counterparts shall
\ntogether constitute but one and the same instrument.<\/p>\n

The parties may sign any number of copies of this Indenture. One signed copy
\nis sufficient to prove this Indenture.<\/p>\n

46<\/p>\n

\n

SECTION 10.20. Patriot Act<\/u>.<\/p>\n

The parties hereto acknowledge that in accordance with Section 326 of the
\nU.S.A. Patriot Act (the “Patriot Act”), the Trustee is required to obtain,
\nverify, and record information that identifies each person or legal entity that
\nestablishes a relationship or opens an account with the Trustee. The parties to
\nthis Indenture agree that they shall provide the Trustee with such information
\nas it may reasonably request in order for the Trustee to satisfy the
\nrequirements of the Patriot Act.<\/p>\n

47<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
\nexecuted, as of the day and year first above written.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LOCKHEED MARTIN CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Kenneth R. Possenriede<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Kenneth R. Possenriede<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

U.S. BANK NATIONAL ASSOCIATION,<\/p>\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Donald Hurrelbrink<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Donald Hurrelbrink<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

48<\/p>\n

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