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Exhibit 10.1

Execution Version

FIRST AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this “ Amendment ”), is made and entered into as of September 27, 2011, by and among HARRIS CORPORATION, a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions from time to time party hereto (collectively, the “ Lenders ”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “ Administrative Agent ”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain 364-Day Revolving Credit Agreement, dated as of September 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower;

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent renew the financial accommodations made available to the Borrower by the Lenders under the Credit Agreement, and in order to do so and otherwise in connection therewith, amend certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the Lenders are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:

1. Amendments .

(a) Section 1.01 of the Credit Agreement is hereby amended by replacing the definitions of Applicable Rate and Maturity Date in their entirety with the following definitions:

Applicable Rate ” means, from time to time, the following percentages per annum, based upon the Senior Debt Rating existing at such time:

 

Pricing

Level

  

Senior Debt
Ratings

  

Applicable Rate for
Eurodollar Rate
Loans

 

Applicable
Rate for
Base Rate
Loans

 

Applicable
Rate for
Commitment
Fee

I

  

³ A/A2

  

0.75%

 

0.00%

 

0.07%

II

  

A-/A3

  

1.00%

 

0.00%

 

0.08%

III

  

BBB+/Baa1

  

1.25%

 

0.25%

 

0.10%

IV

  

BBB/Baa2

  

1.50%

 

0.50%

 

0.125%

V

  

£  BBB-/Baa3

  

1.75%

 

0.75%

 

0.175%

As of the First Amendment Date, the Applicable Rate shall be set at Pricing Level III. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Senior Debt Rating shall be effective, in the case of either an upgrade or a downgrade, during the period commencing on the date of public announcement thereof and ending on the date immediately preceding the effective date of the next such change. If neither Moody’s nor S&P has rated the Borrower, then the Applicable Rate shall be established by reference to Pricing Level V.


Maturity Date ” means (a) September 26, 2012, or (b) such earlier date upon which the Commitments are terminated in accordance with the terms hereof.

(b) Section 1.01 of the Credit Agreement is hereby amended by adding the following definition of First Amendment Date in the appropriate alphabetical order:

First Amendment Date ” means September 27, 2011.

(c) The Credit Agreement is amended by replacing Schedule 2.01 in its entirety with Schedule 2.01 to this Amendment.

2. Waiver . The Lenders hereby waive the requirement set forth in Section 2.05(b) of the Credit Agreement with respect to the Borrower’s notice of the permanent reduction in Commitments occurring on or the day prior to the First Amendment Date.

3. Conditions to Effectiveness of this Amendment . Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amend


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