HARRIS CORP /DE/ (Form: 8-K, Received: 06/02/2015 16:34:28)

Harris Corporation

/s/ Miguel A. Lopez

Miguel A. Lopez

Senior Vice President and Chief Financial Officer

LOGO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 27, 2015

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-3863	34-0276860
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1025 West NASA Blvd., Melbourne, Florida		32919
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

No change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230-425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 – Entry into a Material Definitive Agreement

In connection with the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), among Harris Corporation (“Harris”), Exelis Inc. (“Exelis”) and Harris Communication Solutions (Indiana), Inc. (“Merger Sub”), a wholly owned subsidiary of Harris, pursuant to which on May 29, 2015 Merger Sub merged with and into Exelis (the “Merger”), and Exelis continued as the surviving corporation in the Merger and a wholly owned subsidiary of Harris, each of Harris and Exelis were obligated, within ten business days following the consummation of the Merger, to guarantee certain outstanding debt of the other.

On June 2, 2015 Harris and Exelis jointly executed and delivered a supplemental indenture to each of the following indentures evidencing such guarantees:

Supplemental Indenture to the 1990 Indenture of Harris Corporation

On June 2, 2015, Harris, Exelis and U.S. Bank National Association (as successor to National City Bank), as trustee, entered into the supplemental indenture (the “1990 Supplemental Indenture”) to the indenture dated as of October 1, 1990, to add Exelis as a guarantor to the 7% debentures due 2026 issued by Harris thereunder. A copy of the 1990 Supplemental Indenture is filed as Exhibit 4.1 and incorporated by reference herein.

Supplemental Indenture to the 1996 Indenture of Harris Corporation

On June 2, 2015, Harris, Exelis and The Bank of New York Mellon (as successor to Chemical Bank), as trustee, entered into the supplemental indenture (the “1996 Supplemental Indenture”) to the indenture dated as of May 1, 1996, to add Exelis as a guarantor to the 6.35% debentures due 2028 issued by Harris thereunder. A copy of the 1996 Supplemental Indenture is filed as Exhibit 4.2 and incorporated by reference herein.

Supplemental Indenture to the 2003 Indenture of Harris Corporation

On June 2, 2015, Harris, Exelis and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as trustee, entered into the supplemental indenture (the “2003 Supplemental Indenture”) to the indenture dated as of September 3, 2003, to add Exelis as a guarantor to the 1.999% notes due 2018, the 4.40% notes due 2020, the 2.700% notes due 2020, the 3.832% notes due 2025, the 4.854% notes due 2035, the 6.15% notes due 2040 and the 5.054% notes due 2045 issued by Harris thereunder. A copy of the 2003 Supplemental Indenture is filed as Exhibit 4.3 and incorporated by reference herein.

Supplemental Indenture to the 2011 Indenture of Exelis Inc.

On June 2, 2015, Harris, Exelis and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as trustee, entered into the supplemental indenture (the “2011 Supplemental Indenture”) to the indenture dated as of September 20, 2011, to add Harris as a guarantor to the 4.25% senior notes due 2016 and the 5.55% senior notes due 2021 issued by Exelis thereunder. A copy of the 2011 Supplemental Indenture is filed as Exhibit 4.4 and incorporated by reference herein.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 1.01 and Item 8.01 is incorporated by reference into this Item 2.03.

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 27, 2015, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Harris approved compensation actions with respect to certain of Harris’ “named executive officers” (pursuant to Instruction 4 to Item 5.02 of Form 8-K, those executive officers included in the Summary Compensation Table in the Proxy Statement for Harris’ 2014 Annual Meeting of Shareholders). The Committee approved a special one-time award of shares of Harris’ common stock to each of Mr. Robert L. Duffy, Senior Vice President, Human Resources and Administration (1,885 shares), Mr. Sheldon J. Fox, Group President, Government Communications Systems and Integration Leader (1,885 shares) and Mr. Miguel A. Lopez, Senior Vice President and Chief Financial Officer (1,885 shares) in recognition of their extraordinary efforts in connection with Harris’ acquisition of Exelis. The Committee also approved for each of Messrs. Duffy, Fox and Lopez a special share-based retention and integration award comprised of: (a) shares of restricted stock (Mr. Duffy – 3,140 shares; Mr. Fox – 6,275 shares; and Mr. Lopez – 3,140 shares) that will vest on June 1, 2018 if such executive is employed by Harris on such date; and (b) performance stock options to acquire shares of Harris’ common stock (Mr. Duffy – 14,430 options at target; Mr. Fox – 28,860 options at target; and Mr. Lopez – 14,430 options at target) that will vest on June 1, 2018 if such executive is employed by Harris on such date and Harris has achieved full-year run rate net synergies against pre-established target annual run rate net synergies. Actual results for annual run rate net synergies may cause the number of performance stock options that will vest to range from 0% to 200% of the target number of such performance stock options. The performance stock options granted to Messrs. Duffy, Fox and Lopez have a ten-year term and an exercise price per share equal to $79.70, which was the closing price per share of Harris’ common stock on the June 1, 2015 grant date.

Item 8.01 – Other Events

On June 2, 2015, Exelis executed and delivered a guarantee to the administrative agent, under each of (1) the Revolving Credit Agreement, dated as of September 28, 2012, by and among Harris, the lenders from time to time party thereto and SunTrust Bank, as administrative agent, as amended by the Amendment No. 1 to the Revolving Credit Agreement, dated as of February 25, 2015 (the “Revolving Credit Agreement”), and (2) the Term Loan Agreement, dated as of March 16, 2015, by and among Harris, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Term Loan Agreement”), pursuant to its obligations to become a guarantor under the Term Loan Agreement and the Revolving Credit Agreement within ten business days following the consummation of the Merger.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

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4.1		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and U.S. Bank National Association (as successor to National City Bank), to the Indenture dated as of October 1, 1990 between Harris Corporation and U.S. Bank National Association (as successor to National City Bank).

4.2		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and The Bank of New York Mellon (as successor to Chemical Bank), to the Indenture dated as of May 1, 1996 between Harris Corporation and The Bank of New York (as successor to Chemical Bank).

4.3		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), to the Indenture dated as of September 3, 2003 between Harris Corporation and The Bank of New York (as successor to The Bank of New York).

4.4		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), to the Indenture dated as of September 20, 2011 among Exelis Inc., ITT Corporation as Guarantor and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


HARRIS CORPORATION

By:	/s/ Miguel A. Lopez
	Name:	Miguel A. Lopez
	Title:	Senior Vice President and Chief Financial Officer

Date: June 2, 2015

EXHIBIT INDEX


Exhibit No.		Description

4.1		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and U.S. Bank National Association (as successor to National City Bank), to the Indenture dated as of October 1, 1990 between Harris Corporation and U.S. Bank National Association (as successor to National City Bank).

4.2		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and The Bank of New York Mellon (as successor to Chemical Bank), to the Indenture dated as of May 1, 1996 between Harris Corporation and The Bank of New York (as successor to Chemical Bank).

4.3		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), to the Indenture dated as of September 3, 2003 between Harris Corporation and The Bank of New York (as successor to The Bank of New York).

4.4		Supplemental Indenture, dated June 2, 2015, among Harris Corporation, Exelis Inc. and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), to the Indenture dated as of September 20, 2011 among Exelis Inc., ITT Corporation as Guarantor and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.).

Exhibit 4.1

SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the “ Company ”), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the “ Guaranteeing Subsidiary ”), and U.S. BANK NATIONAL ASSOCIATION (as successor to National City Bank), as trustee under the Indenture referred to below (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of October 1, 1990 (as amended or supplemented, the “ Indenture ”) providing for the issuance from time to time of an unlimited amount of senior notes;

WHEREAS, the Company currently has issued and outstanding under the Indenture $100,000,000 aggregate principal amount of 7.0% Debentures due January 15, 2026 (the “ Notes ”);

WHEREAS, pursuant to an underwriting agreement, date as of April 22, 2015, between the Company and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, the Company has agreed under certain circumstances to cause the Guaranteeing Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Note Guarantee ”); and

WHEREAS, pursuant to Section 11.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without notice to or consent of the Holders of the Notes.

NOW THEREFORE, in consideration of the foregoing, the Company, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE ONE.

DEFINITIONS

SECTION 1.01. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture or in the securities evidencing the Notes.

ARTICLE TWO.

NOTE GUARANTEE

SECTION 2.01. Guarantee .

(a) The Guaranteeing Subsidiary, as primary obligor and not merely as surety hereby unconditionally guarantees, on an unsecured senior basis, to each Holder of the Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns with respect to the Notes, that:

(1) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to such Holders or the Trustee hereunder or under the Indenture will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of the Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise (all obligations guaranteed hereby, herein called the “ Guaranteed Obligations ”).

Failing payment when due of any amount so guaranteed for whatever reason, the Guaranteeing Subsidiary will be obligated to pay the same immediately. The Guaranteeing Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guaranteeing Subsidiary hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged with respect to the Notes except by (i) the payment in full of the Guaranteed Obligations with respect to the Notes or (ii) as otherwise set forth in Section 2.05 hereof.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guaranteeing Subsidiary or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guaranteeing Subsidiary, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) The Guaranteeing Subsidiary agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guaranteeing Subsidiary further agrees that, as between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Seven of the Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Note Guarantee, in each case, with respect to the Notes so accelerated. The Guaranteeing Subsidiary will have the right to seek contribution from any non-paying guarantor (if any) so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

SECTION 2.02. Limitation on Guarantor Liability .

Notwithstanding any term of this Note Guarantee or the Indenture to the contrary, the obligations of the Guaranteeing Subsidiary will be limited to the maximum amount that will not, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guaranteeing Subsidiary that are relevant under law, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor (if any), render this Notes Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 2.03. Execution and Delivery of Note Guarantee .

The execution by the Guaranteeing Subsidiary of this Supplemental Indenture evidences the Note Guarantee of the Guaranteeing Subsidiary, whether or not the person signing as an officer of the Guaranteeing Subsidiary still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee set forth in this Supplemental Indenture on behalf of the Guaranteeing Subsidiary.

The Guaranteeing Subsidiary hereby agrees that its Note Guarantee set forth in Section 2.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

SECTION 2.04. Guarantors May Consolidate, etc., on Certain Terms .

(a) The Guaranteeing Subsidiary may not in a single transaction or series of related transactions, consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, other than the Company, unless (a) the person formed by or resulting from any such consolidation or merger, or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary, is or becomes a guarantor of the Notes on substantially the same terms as are provided for herein or shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Guaranteeing Subsidiary hereunder and under the Indenture and (b) the Guaranteeing Subsidiary, such person or such successor person, as the case may be, shall not, immediately after such consolidation, merger, sale or transfer, be in default in the performance of any such covenant or condition.

(b) Subject to the provisions of Section 2.04(a), nothing in this Supplemental Indenture or the Indenture shall prevent any consolidation or merger of the Guaranteeing Subsidiary with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary to any other person lawfully entitled to acquire the same; provided, however, that the Guaranteeing Subsidiary covenants and agrees, that any such consolidation, merger, sale, or transfer (other than with or to the Company or another guarantor) shall be upon the condition that the due and punctual payment of the guaranteed principal, premium, if any, and interest of all the Notes according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Supplemental Indenture and the Indenture to be kept or performed by the Guaranteeing Subsidiary shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be

assumed by the person formed by or resulting from any such consolidation or merger (provided that no such supplemental indenture shall be required if the Guaranteeing Subsidiary is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 2.04(b), in either substantially the same form as this Supplemental Indenture or in another form reasonably satisfactory to the Trustee, shall succeed to and be substituted for the Guaranteeing Subsidiary with the same effect as if it had been named herein as the “Guaranteeing Subsidiary.”

(c) In the event of any such sale or transfer (other than a transfer by way of lease), the Guaranteeing Subsidiary or any successor person which shall theretofore have become such in the manner described in this Section shall be discharged from all obligations and covenants under this Supplemental Indenture, the Indenture and the Note Guarantee.

(d) In addition to the requirements of 12.01 of the Indenture, and subject to 8.01 of the Indenture, the Trustee shall receive an Opinion of Counsel (subject to customary exceptions and exclusions) as conclusive evidence that any such merger, consolidation, sale or any such supplemental indenture complies with the foregoing conditions and provisions of this Section 2.04.

SECTION 2.05. Releases .

The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to the Notes:

(a) in connection with any sale or other disposition of (i) all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a person that is not (either before or after giving effect to such transaction) the Company or a subsidiary of the Company; provided that the requirements set forth in Section 2.04 hereto are satisfied or (ii) all of the Capital Stock of the Guaranteeing Subsidiary to a person that is not (either before or after giving effect to such transaction) the Company or a subsidiary of the Company;

(b) upon covenant defeasance or satisfaction and discharge with respect to the Notes in accordance with Article Four of the Indenture;

(c) if the Holders of a majority in aggregate principal amount of the Notes consent to such release, in accordance with the Article Eleven of the Indenture;

(d) if the Guaranteeing Subsidiary merges with and into the Company;

(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or

(f) upon the payment in full of the Guaranteed Obligations with respect to the Notes.

In connection with any release of the Guaranteeing Subsidiary’s obligations under its Note Guarantee pursuant to clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate to the effect that such release was made in accordance with the provisions of the Indenture, the Trustee will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of the Guaranteeing Subsidiary from its obligations under its Note Guarantee. The Company shall give the Holders of the Notes prompt notice of any such release.

Until such time as the Guaranteeing Subsidiary is released from its obligations under its Note Guarantee in respect of the Notes as provided in this Section 2.05, such Guaranteeing Subsidiary will remain liable for the Guaranteed Obligations.

SECTION 2.06. Notices . Notice to the Guaranteeing Subsidiary shall be sufficient if addressed to such Guaranteeing Subsidiary in care of the Company at the address, place and manner provided in Section 13.04 of the Indenture.

SECTION 2.07. Event of Default . The following Event of Default shall be added to the Indenture as Section 7.01(h):

“(h) any Guaranteeing Subsidiary repudiates its obligations under its Note Guarantee or, except as permitted by the Supplemental Indenture providing for such Note Guarantee, such Note Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect.”

The first line of the second paragraph of Section 7.01 of the Indenture and the term “defaults”, as defined in Section 7.07 of the Indenture, shall be deemed to include a reference to Section 7.01(h).

ARTICLE THREE.

MISCELLANEOUS

SECTION 3.01. Successors and Assigns of the Company and the Guaranteeing Subsidiary . All the covenants, stipulations, promises and agreements contained in this Supplemental Indenture by or in behalf of the Company and the Guaranteeing Subsidiary shall bind their respective successors and assigns, whether so expressed or not.

SECTION 3.02. Provisions of Trust Indenture Act of 1939 to Control . If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 that is required under such Act to be a part of and govern this Supplemental Indenture, the latter provision shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act of 1939 that may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case may be.

SECTION 3.03. Effect of Invalidity of Provisions . In case any one or more of the provisions contained in this Supplemental Indenture or in the Note Guarantee shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of such Note Guarantee, but this Supplemental Indenture and such Note Guarantee shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 3.04. Supplemental Indenture and Note Guarantee to Be Construed in Accordance with New York Law . This Supplemental Indenture and the Note Guarantee shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflict of law principles.

SECTION 3.05. Supplemental Indenture May Be Executed in Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 3.06. Headings . The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 3.07. Recitals by Company and Guaranteeing Subsidiary . The recitals in this Supplemental Indenture are made by the Company and the Guaranteeing Subsidiary only and not by the Trustee, all of the provisions contained in the Indenture in respect of the rights, privileges, indemnities, immunities, powers and duties of the Trustee shall be applicable in respect of this Supplemental Indenture and the Note Guarantee as fully and with like effect as if set forth herein in full and the Trustee shall not be responsible for the validity or sufficiency of this Supplemental Indenture or the Note Guarantee.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


Exelis Inc., as Guaranteeing Subsidiary

By:		/s/ Janet L. McGregor
		Name: Janet L. McGregor
		Title: Corp. VP, Treasurer and Asst. Secretary


U.S. Bank National Association, as Trustee

By:		/s/ Holly Pattison
		Authorized Officer

Exhibit 4.2

SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the “ Company ”), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the “ Guaranteeing Subsidiary ”), and THE BANK OF NEW YORK MELLON (as successor to Chemical Bank), as trustee under the Indenture referred to below (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of May 1, 1996 (as amended or supplemented, the “ Indenture ”) providing for the issuance from time to time of an unlimited amount of senior notes;

WHEREAS, the Company currently has issued and outstanding under the Indenture $25,800,000 aggregate principal amount of 6.35% Debentures due January 15, 2028 (the “ Notes ”);

WHEREAS, pursuant to Section 11.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without notice to or consent of the Holders of the Notes.

ARTICLE ONE.

DEFINITIONS

SECTION 1.01. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture or in the securities evidencing the Notes.

ARTICLE TWO.

NOTE GUARANTEE

SECTION 2.01. Guarantee .

SECTION 2.02. Limitation on Guarantor Liability .

SECTION 2.03. Execution and Delivery of Note Guarantee .

SECTION 2.04. Guarantors May Consolidate, etc., on Certain Terms .

(d) Subject to the provisions of Section 8.01 of the Indenture, the Trustee shall receive an Opinion of Counsel (subject to customary exceptions and exclusions) as conclusive evidence that any such merger, consolidation, sale or any such supplemental indenture complies with the foregoing conditions and provisions of this Section 2.04.

SECTION 2.05. Releases .

The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to the Notes:

(b) upon satisfaction and discharge with respect to the Notes in accordance with Article Four of the Indenture;

(c) if the Holders of a majority in aggregate principal amount of the Notes consent to such release, in accordance with the Article Eleven of the Indenture;

(d) if the Guaranteeing Subsidiary merges with and into the Company;

(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or

(f) upon the payment in full of the Guaranteed Obligations with respect to the Notes.

SECTION 2.07. Event of Default . The following Event of Default shall be added to the Indenture as Section 7.01(h):

ARTICLE THREE.

MISCELLANEOUS

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


Exelis Inc., as Guaranteeing Subsidiary

By:		/s/ Janet L. McGregor
		Name: Janet L. McGregor
		Title: Corp. VP, Treasurer and Asst. Secretary


Harris Corporation

By:	/s/ Miguel A. Lopez
	Name:	Miguel A. Lopez
	Title:	Senior Vice President and Chief Financial Officer


The Bank of New York Mellon, as Trustee

By:		/s/ Larry O’ Brien
		Authorized Officer

Exhibit 4.3

SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the “ Company ”), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the “ Guaranteeing Subsidiary ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee under the Indenture referred to below (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of September 3, 2003 (as amended or supplemented, the “ Indenture ”) providing for the issuance from time to time of an unlimited amount of senior notes;

WHEREAS, the Company currently has issued and outstanding under the Indenture $400,000,000 aggregate principal of 4.40% notes due December 15, 2020, $300,000,000 aggregate principal amount of 6.15% notes due 2040, $500,000,000 aggregate principal amount of 1.999% Senior Notes due 2018, $400,000,000 aggregate principal amount of 2.700% Senior Notes due 2020, $600,000,000 aggregate principal amount of 3.832% Senior Notes due 2025, $400,000,000 aggregate principal amount of 4.854% Senior Notes due 2035, and $500,000,000 aggregate principal amount of 5.054% Senior Notes due 2045 (collectively, the “ Notes ”, and each a “ series of Notes ”);

WHEREAS, pursuant to Section 11.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without notice to or consent of the Holders of the Notes.

ARTICLE ONE.

DEFINITIONS

SECTION 1.01. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture or in the securities evidencing the applicable series of Notes.

ARTICLE TWO.

NOTE GUARANTEE

SECTION 2.01. Guarantee .

(a) The Guaranteeing Subsidiary, as primary obligor and not merely as surety hereby unconditionally guarantees, on an unsecured senior basis, to each Holder of a Note of a series authenticated and delivered by the Trustee and to the Trustee and its successors and assigns with respect to each such series of Notes, that:

(1) the principal of, premium, if any, and interest on such series of Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on such series of Notes, if any, if lawful, and all other obligations of the Company to such Holders or the Trustee hereunder or under the Indenture will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any such series of Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise (all obligations guaranteed hereby, herein called the “ Guaranteed Obligations ”).

(b) The Guaranteeing Subsidiary hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged with respect to a series of Notes except by (i) the payment in full of the Guaranteed Obligations with respect to such series of Notes or (ii) as otherwise set forth in Section 2.05 hereof.

(d) The Guaranteeing Subsidiary agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guaranteeing Subsidiary further agrees that, as between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Seven of the Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Note Guarantee, in each case, with respect to the applicable series of Notes so accelerated. The Guaranteeing Subsidiary will have the right to seek contribution from any non-paying guarantor (if any) so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

SECTION 2.02. Limitation on Guarantor Liability .

SECTION 2.03. Execution and Delivery of Note Guarantee .

SECTION 2.04. Guarantors May Consolidate, etc., on Certain Terms .

guaranteed principal, premium, if any, and interest of all the Notes according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Supplemental Indenture and the Indenture to be kept or performed by the Guaranteeing Subsidiary shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be assumed by the person formed by or resulting from any such consolidation or merger (provided that no such supplemental indenture shall be required if the Guaranteeing Subsidiary is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 2.04(b), in either substantially the same form as this Supplemental Indenture or in another form reasonably satisfactory to the Trustee, shall succeed to and be substituted for the Guaranteeing Subsidiary with the same effect as if it had been named herein as the “Guaranteeing Subsidiary.”

SECTION 2.05. Releases .

The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to any series of Notes:

(b) upon covenant defeasance or satisfaction and discharge with respect to such series of Notes in accordance with Article Four of the Indenture;

(c) if the Holders of a majority in aggregate principal amount of such series of Notes consent to such release, in accordance with Article Eleven of the Indenture;

(d) if the Guaranteeing Subsidiary merges with and into the Company;

(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or

(f) upon the payment in full of the Guaranteed Obligations with respect to such series of Notes.

In connection with any release of the Guaranteeing Subsidiary’s obligations under its Note Guarantee with respect to a series of Notes pursuant to clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate to the effect that such release was made in accordance with the provisions of the Indenture, the Trustee will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of the Guaranteeing Subsidiary from its obligations under its Note Guarantee with respect to such series of Notes. The Company shall give the Holders of the Notes of such series prompt notice of any such release.

Until such time as the Guaranteeing Subsidiary is released from its obligations under its Note Guarantee in respect of the applicable series of Notes as provided in this Section 2.05, such Guaranteeing Subsidiary will remain liable for the Guaranteed Obligations with respect to such series of Notes.

SECTION 2.07. Event of Default. The following Event of Default shall be added to the Indenture as Section 7.01(h):

ARTICLE THREE.

MISCELLANEOUS

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


Exelis Inc., as Guaranteeing Subsidiary

By:		/s/ Janet L. McGregor
		Name: Janet L. McGregor
		Title: Corp. VP, Treasurer and Asst. Secretary


Harris Corporation

By:	/s/ Miguel A. Lopez
	Name:	Miguel A. Lopez
	Title:	Senior Vice President and Chief Financial Officer


The Bank of New York Mellon Trust Company, N.A., as Trustee

By:		/s/ Michael Countryman
		Authorized Officer

Exhibit 4.4

SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the “ Guarantor ”), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Guarantor (the “ Company ”), and MUFG UNION BANK, N.A. (f/k/a Union Bank, N.A.), as trustee under the Indenture referred to below (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company and the initial guarantor named therein have heretofore executed and delivered to the Trustee an indenture, dated as of September 20, 2011 (as amended or supplemented, the “ Indenture ”) providing for the issuance from time to time of an unlimited amount of senior notes;

WHEREAS, the Company currently has issued and outstanding under the Indenture $250,000,000 aggregate principal amount of 4.25% senior notes due October 1, 2016 and $400,000,000 aggregate principal amount of 5.55% senior notes due October 1, 2021 (collectively, the “ Notes ”, and each a “ series of Notes ”);

WHEREAS, pursuant to an underwriting agreement, date as of April 22, 2015, between the Guarantor and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, the Guarantor has agreed under certain circumstances to execute and deliver, and to cause the Company to execute and deliver, to the Trustee a supplemental indenture pursuant to which the Guarantor shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Note Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without notice to or consent of the Holders of the Notes.

NOW THEREFORE, in consideration of the foregoing, the Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE ONE.

DEFINITIONS

ARTICLE TWO.

NOTE GUARANTEE

SECTION 2.01. Guarantee .

(a) The Guarantor, as primary obligor and not merely as surety hereby unconditionally guarantees, on an unsecured senior basis, to each Holder of the Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns with respect to each such series of Notes, that:

Failing payment when due of any amount so guaranteed for whatever reason, the Guarantor will be obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged with respect to a series of Notes except by (i) the payment in full of the Guaranteed Obligations with respect to such series of Notes or (ii) as otherwise set forth in Section 2.05 hereof.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 5 of the Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantor for the purpose of this Note Guarantee, in each case, with respect to the applicable series of Notes so accelerated. The Guarantor will have the right to seek contribution from any non-paying guarantor (if any) so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

SECTION 2.02. Limitation on Guarantor Liability .

Notwithstanding any term of this Note Guarantee or the Indenture to the contrary, the obligations of the Guarantor will be limited to the maximum amount that will not, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under law, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor (if any), render this Notes Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 2.03. Execution and Delivery of Note Guarantee .

The execution by the Guarantor of this Supplemental Indenture evidences the Note Guarantee of the Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee set forth in this Supplemental Indenture on behalf of the Guarantor.

The Guarantor hereby agrees that its Note Guarantee set forth in Section 2.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

SECTION 2.04. Guarantor May Consolidate, etc., on Certain Terms .

(a) The Guarantor may not in a single transaction or series of related transactions, consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, other than the Company, unless (a) the person formed by or resulting from any such consolidation or merger, or which shall have received the transfer of all or substantially all of the property and assets of the Guarantor, is or becomes a guarantor of the Notes on substantially the same terms as are provided for herein or shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Guarantor hereunder and under the Indenture and (b) the Guarantor, such person or such successor person, as the case may be, shall not, immediately after such consolidation, merger, sale or transfer, be in default in the performance of any such covenant or condition.

(b) Subject to the provisions of Section 2.04(a), nothing in this Supplemental Indenture or the Indenture shall prevent any consolidation or merger of the Guarantor with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Guarantor to any other person lawfully entitled to acquire the same; provided, however, that the Guarantor covenants and agrees, that any such consolidation, merger, sale, or transfer (other than with or to the Company or another guarantor) shall be upon the condition that the due and punctual payment of the guaranteed principal, premium, if any, and interest of all the Notes according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Supplemental Indenture and the Indenture to be kept or performed by the Guarantor shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be assumed by the person formed by or resulting from any such consolidation or

merger (provided that no such supplemental indenture shall be required if the Guarantor is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Guarantor. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 2.04(b), in either substantially the same form as this Supplemental Indenture or in another form reasonably satisfactory to the Trustee, shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as the “Guarantor.”

(c) In the event of any such sale or transfer (other than a transfer by way of lease), the Guarantor or any successor person which shall theretofore have become such in the manner described in this Section shall be discharged from all obligations and covenants under this Supplemental Indenture, the Indenture and the Note Guarantees.

(d) Subject to the provisions of Section 6.01 of the Indenture, the Trustee shall receive an Opinion of Counsel (subject to customary exceptions and exclusions) as conclusive evidence that any such merger, consolidation, sale or transfer or any such supplemental indenture complies with the foregoing conditions and provisions of this Section 2.04.

SECTION 2.05. Releases .

The Note Guarantee of the Guarantor will be automatically released and discharged with respect to any series of Notes:

(a) in connection with any sale or other disposition of all of the assets of the Guarantor (including by way of merger, consolidation or otherwise) to a person that is not (either before or after giving effect to such transaction) the Company or a subsidiary of the Company; provided that the requirements set forth in Section 2.04 hereto are satisfied;

(b) if the Holders of a majority in aggregate principal amount of such series of Notes consent to such release, in accordance Article 9 of the Indenture;

(d) the Guarantor merges with and into the Company or any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or

(e) upon the payment in full of the Guaranteed Obligations with respect to such series of Notes.

In connection with any release of the Guarantor’s obligations under its Note Guarantee pursuant to clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate to the effect that such release was made in accordance with the provisions of the Indenture, the Trustee will execute any documents reasonably required by the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under its Note Guarantee. The Company shall give the Holders of the Notes prompt notice of any such release.

Until such time as the Guarantor is released from its obligations under its Note Guarantee in respect of the applicable series of Notes as provided in this Section 2.05, the Guarantor will remain liable for the Guaranteed Obligations with respect to such series of Notes.

SECTION 2.06. Notices . Notice to the Guarantor shall be sufficient if addressed to the Guarantor in care of the Company at the address, place and manner provided in Section 1.05 of the Indenture.

SECTION 2.07. Event of Default . The following Event of Default shall be added to the Indenture as Section 5.01(i):

“(i) any Guaranteeing Subsidiary repudiates its obligations under its Note Guarantee or, except as permitted by the Supplemental Indenture providing for such Note Guarantee, such Note Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect.”

The term “default”, as defined in Section 6.02 of the Indenture, shall be deemed to include a reference to Section 5.01(i).

ARTICLE THREE.

MISCELLANEOUS

SECTION 3.01. Successors and Assigns of the Company and the Guarantor . All the covenants, stipulations, promises and agreements contained in this Supplemental Indenture by or in behalf of the Company and the Guarantor shall bind their respective successors and assigns, whether so expressed or not.

SECTION 3.07. Recitals by Company and Guaranteeing Subsidiary . The recitals in this Supplemental Indenture are made by the Company and the Guarantor only and not by the Trustee, all of the provisions contained in the Indenture in respect of the rights, privileges, indemnities, immunities, powers and duties of the Trustee shall be applicable in respect of this Supplemental Indenture and the Note Guarantee as fully and with like effect as if set forth herein in full and the Trustee shall not be responsible for the validity or sufficiency of this Supplemental Indenture or the Note Guarantee.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


Exelis Inc.

By:		/s/ Janet L. McGregor
		Name: Janet L. McGregor
		Title: Corp. VP, Treasurer and Asst. Secretary


Harris Corporation, as the Guarantor

By:	/s/ Miguel A. Lopez
	Name:	Miguel A. Lopez
	Title:	Senior Vice President and Chief Financial Officer


MUFG Union Bank, N.A., as Trustee

By:	/s/ Fernando Moreya
	Name:	Fernando Moreya
	Title:	Vice President