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:
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Pricing
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Senior Debt
Ratings
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Applicable Rate for
Eurodollar Rate
Loans
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Applicable
Rate for
Base Rate
Loans
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Applicable
Rate for
Commitment
Fee
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I
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³
A/A2
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0.75%
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0.00%
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0.07%
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II
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A-/A3
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1.00%
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0.00%
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0.08%
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III
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BBB+/Baa1
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1.25%
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0.25%
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0.10%
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IV
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BBB/Baa2
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1.50%
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0.50%
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0.125%
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V
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£
BBB-/Baa3
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1.75%
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0.75%
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0.175%
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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