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.
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Registered
No. R-1
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CUSIP:
413875AL9
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Issue Date:
June 9, 2009
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ISIN:
US413875AL93
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$350,000,000
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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.
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Dated: June 9,
2009
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HARRIS
CORPORATION
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By:
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Name:
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Gary L.
McArthur
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Title:
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Senior Vice
President and
Chief Financial Officer
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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This is one of the
Securities of the series designated herein and referred to in the
within-mentioned Indenture.
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THE BANK OF NEW
YORK MELLON TRUST
COMPANY, N.A., as Trustee
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By:
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Authorized
Signatory
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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.
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
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.
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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
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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.
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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