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HARRIS CORPORATION 6.375% NOTES DUE 2019

Promissory Note

HARRIS CORPORATION 

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HARRIS CORPORATION

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Title: HARRIS CORPORATION 6.375% NOTES DUE 2019
Governing Law: New York     Date: 6/10/2009
Industry: Communications Equipment     Sector: Technology

HARRIS CORPORATION 

6.375% NOTES DUE 2019, Parties: harris corporation
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Exhibit 4.1

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

HARRIS CORPORATION

6.375% NOTES DUE 2019

 

 

 

Registered No. R-1

 

CUSIP: 413875AL9                    

Issue Date: June 9, 2009

 

ISIN: US413875AL93                    

 

 

$350,000,000                    

     HARRIS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) on June 15, 2019.

     This Security shall bear interest at the rate of 6.375% per annum.

     Additional provisions of this Security are set forth on the other side of this Security.

 

 

 

 

 

Dated: June 9, 2009 

HARRIS CORPORATION
 

 

 

By:  

 

 

 

 

Name:  

Gary L. McArthur 

 

 

 

Title:  

Senior Vice President and
Chief Financial Officer 

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

 

 

 

 

 

 

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
 

 

 

By:  

 

 

 

 

Authorized Signatory 

 

 

 

 

 

Dated: June 9, 2009

 


 

REVERSE OF SECURITY

6.375% NOTES DUE 2019

1. Interest.

     This Security shall bear interest at the rate of 6.375% per year on the principal amount hereof, from June 9, 2009 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2009, to the persons in whose names the Securities are registered at the close of business on June 1 or December 1 (each, a “Regular Record Date”) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

     If the principal amount of a Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate applicable to the Securities, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     Interest will be paid (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds or (ii) if this Security is in the form of a definitive Security, (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities.

2. Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices and at maturity to Holders who surrender Securities to the Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Registrar.

     Initially, the Trustee (as defined in Section 4 below) will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent or Registrar.

2


 

4. Series.

     This Security is one of a duly authorized issue of securities of the Company, issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers’ certificate of the Company dated June 9, 2009 (the “Officers’ Certificate”) to establish the terms of this series of Securities, setting forth such terms, to which Indenture and Officers’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

     The initial Securities of this series issued on June 9, 2009 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

     The Securities are unlimited in aggregate principal amount.

5. Optional Redemption; No Sinking Fund.

     The Company may at its option redeem the Securities at any time, in whole or in part, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

     (1) 100% of the principal amount of the Securities being redeemed; and

     (2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined below, plus 37.5 basis points.

     In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

     “ Comparable Treasury Issue ” means, with respect to the Securities, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“ Remaining Life ”) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

3


 

     “ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

     “ Reference Treasury Dealer ” means each of Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, and two other primary U.S. government securities dealers in New York City (each a “ Primary Treasury Dealer ”) selected by the Company, and in each case, their respective successors, provided, however , that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute.

     “ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the redemption date for the Securities being redeemed.

     “ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided, however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third business day preceding the redemption date.

     If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair.

     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the date of redemption to each Holder of the Securities to be redeemed. The notice of redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in

4


 

payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

     No sinking fund is provided for the Securities.

6. Change of Control.

     If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in integral


 
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