Exhibit 4.1
GLOBAL SECURITY
NOT TO BE EXCHANGED FOR SECURITIES IN DEFINITIVE FORM
(See Legend on Next Page)
_______________
No. AM-__ $____________
CUSIP No. 539830 AM1
LOCKHEED XXXXXX CORPORATION
7.95% Note due December 1, 2005
LOCKHEED XXXXXX CORPORATION, a Maryland corporation, for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the principal sum of
________________________ Dollars on December 1, 2005.
Interest Payment Dates: June 1 and December 1
Record Dates: May 15 and November 15
Additional provisions of this Note are set forth on the other side of this Note.
LOCKHEED XXXXXX CORPORATION
By:_________________________(SEAL)
Vice President and Treasurer
By:_________________________
Vice President and Secretary
Dated:
Authenticated:
This is one of the Securities
of the series designated herein
and referred to in the
within-mentioned Indenture.
U.S. Bank Trust National Association, as Trustee
By:__________________________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.
LOCKHEED XXXXXX CORPORATION
7.95% Note due December 1, 2005
1. Interest. Lockheed Xxxxxx Corporation ("Corporation"), a Maryland
corporation, promises to pay interest on the principal amount of this Note at
the rate per annum shown above. The Corporation will pay interest semiannually
on June 1 and December 1 of each year. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from November 23, 1999. Interest will be computed on the basis of a 360-
day year of twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on the Notes
(except defaulted interest, which shall be paid as set forth below) to the
persons who are registered Holders of Notes at the close of business on the
record date for the next interest payment date even though the Notes are
canceled after the record date and on or before the interest payment date. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such regular record date and may either be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Corporation, notice whereof shall be
given to Holders of Notes not less than 15 days prior to such special record
date, or may be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. Holders must surrender the Notes to a Paying Agent
to collect principal payments. The Corporation will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the
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Corporation may pay principal and interest by its check payable in such money.
It may mail an interest check to a Holder's registered address. To the extent
lawful, the Corporation shall pay interest on overdue principal at the rate
borne by the Notes and shall pay interest on overdue installments of interest at
the same rate.
3. Paying Agent and Registrar. Initially, U.S. Bank Trust National
Association ("Trustee"), will act as Paying Agent and Registrar. The
Corporation may change any Paying Agent, Registrar or co-registrar without
notice. The Corporation or any of its Subsidiaries (as defined in the
Indenture) may act as Paying Agent, Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an Indenture dated
as of November 18, 1999 ("Indenture"), between the Corporation and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
(S)(S) 77aaa-77bbbb) ("Act"). The Notes are subject to all such terms, and
Holders are referred to the Indenture, all applicable supplemental indentures
and the Act for a statement of those terms. As provided in the Indenture, the
Notes may be issued in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous
funds, if any, may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided or permitted. This Note is one
of a series of the Notes designated on the face hereof, unlimited in aggregate
principal amount.
5. Redemption. The Notes are not redeemable by the Corporation.
6. Denominations; Transfer; Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and any multiple of $1,000. A Holder
may transfer or exchange Notes in accordance with the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. Also, it need not transfer or exchange any Notes
for a period of 15 days before a selection of Notes to be redeemed or before an
interest payment date.
This Note is issued in the form of a Global Security and is
exchangeable in whole, but not in part, for Notes registered in the names of
persons other than the Depositary or its nominee or in the name of a successor
to the Depositary or a nominee of such successor depositary only if (i) the
Depositary notifies the Corporation that it is unwilling or unable to continue
as Depositary for this Note or if at any time such Depositary shall no longer be
registered or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, and, in either case, a
successor depositary is not appointed by the Corporation within 90 days of the
receipt by the Corporation of such notice or of the Corporation becoming aware
of such condition, or (ii) the Corporation in its discretion at any time
determines not to have all of the Notes represented by one or more Global
Security or Securities. If this Note is exchangeable pursuant to the preceding
sentence, it shall be exchangeable for Notes of like tenor and terms in
definitive form in aggregate principal amount equal to the principal amount of
the Global Security. Subject to the foregoing, this Note is not exchangeable,
except
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for a Note or Notes of the same aggregate denominations to be registered in the
name of such Depositary or its nominee or in the name of a successor to the
Depositary or a nominee of such successor depositary.
7. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of it for all purposes, and neither the Corporation, the
Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by
notice to the contrary.
8. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay, unless
otherwise prohibited by mandatory provisions of applicable abandoned property
law, the money back to the Corporation at its request. After that, Holders
entitled to unclaimed money must look only to the Corporation and not to the
Trustee for payment unless an abandoned property law designates another person.
9. Defeasance. The Corporation may discharge or defease certain of its
obligations with respect to the Notes by irrevocably depositing with the
Trustee, in trust, cash or government securities sufficient to pay all sums due
on the Notes. The establishment of such a trust will be conditioned on the
delivery by the Corporation to the Trustee of an opinion of counsel, who may be
counsel to the Corporation, to the effect that, based on applicable U.S. federal
income tax law or a ruling published by the United States Internal Revenue
Service, the defeasance and discharge will not be deemed, or result in, a
taxable event with respect to the Holders of the Notes.
10. Amendment; Supplement; Waiver. Subject to certain exceptions as
therein provided, the Indenture or the Notes may be amended or supplemented with
the written consent of the Holders of not less than a majority in principal
amount of the Notes, and, subject to certain exceptions and limitations as
provided in the Indenture, any past default or compliance with any provision may
be waived with the consent of the Holders of a majority in principal amount of
the Notes. Without the consent of any Holder, the Indenture or the Notes may be
amended or supplemented, for among other reasons, to cure any ambiguity,
omission, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes or to make any change that does
not materially adversely affect the rights of any Holder. Without the consent
of any Holder, the Trustee may waive compliance with any provision of the
Indenture or the Notes if the waiver does not materially adversely affect the
rights of any Holder.
11. Restrictive Covenants. The Indenture does not limit unsecured debt of
the Corporation or any of its Subsidiaries. It does limit certain mortgages,
liens and sale-leaseback transactions. The limitations are subject to a number
of important qualifications and exceptions. Once a year the Corporation must
report to the Trustee on compliance with the limitations.
12. Successors. When a successor entity assumes all the obligations of
the Corporation or its successors under the Notes and the Indenture, the
predecessor corporation will be released from those obligations.
13. Defaults and Remedies. An Event of Default is: default for 30 days in
payment of any interest on the Notes; default in payment of any principal on the
Notes; failure by the
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Corporation for 90 days after notice to it to comply with any of its other
agreements in the Indenture or the Notes; and certain events of bankruptcy or
insolvency. If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series and accrued
interest thereon may be declared due and payable in the manner and with the
effect provided in the Indenture. Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Notes unless it receives indemnity satisfactory to
it. Subject to certain limitations, Holders of a majority in principal amount of
the Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal or interest) if a committee of its trust
officers in good faith determines that withholding notice is in the interests of
such Holders.
14. Trustee Dealings with the Corporation. U.S. Bank Trust National
Association, the Trustee under the Indenture, in its individual or any other
capacity may make loans to, accept deposits from and perform services for the
Corporation or any of its affiliates, and may otherwise deal with the
Corporation or its affiliates as if it were not Trustee.
15. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Corporation shall not have any liability for any
obligations of the Corporation under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. This
waiver and release are part of the consideration for the issue of the Notes.
16. Authentication. This Note shall not be valid until the Trustee
manually signs the certificate of authentication on the other side of this Note.
17. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).
18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Corporation had
caused CUSIP numbers to be printed on the Note and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to accuracy of any of such numbers either as printed
on the Note or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
19. Miscellaneous. This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of Maryland.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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The Corporation will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Lockheed Xxxxxx
Corporation, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention:
Secretary.
_____________________________
I or we assign and transfer to
Insert social security or other identifying number of assignee
_________
_________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint ___________________ agent to transfer this
Note on the books of the Corporation. The agent may substitute another to act
for him.
Dated: _______________________________________________________
Signed: _______________________________________________________
(Sign exactly as name appears on the other side of this Note
Signature Guarantee:____________________________________________
(Signature must be guaranteed by an eligible
institution within the meaning of Rule
17A(d)-15 under the Securities Exchange Act
of 1934, as amended)
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