formofglobalnotedue2031_






                                                                                      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.                                   L3HARRIS TECHNOLOGIES, INC.                                       1.800% NOTES DUE 2031  Registered No. R-___                                                          CUSIP:  502431 AN9  Issue Date:  _______________                                                ISIN:  US502431AN98                                                                                 $_______________           L3HARRIS TECHNOLOGIES, INC., 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 $_______________ (as  may be increased or decreased as reflected on the Schedule of Increases or Decreases attached hereto) on January  15, 2031.          This Security shall bear interest at the rate of 1.800% per annum.                    Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which  further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s  Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual  signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any  purpose.   Dated:  _______________                      L3HARRIS TECHNOLOGIES, INC.                                                  By: _____________________________________                                                               Name:                                                       Title:                                                             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:  _______________     





 






                              REVERSE OF SECURITY                              1.800% NOTES DUE 2031   1.    Interest.         This Security shall bear interest at the rate of 1.800% per year on the principal amount  hereof, from November 25, 2020 or from the most recent Interest Payment Date (as defined  below) to which interest has been paid or provided for, payable semi-annually in arrears on  January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing July 15,  2021, or if any such Interest Payment Date is not a Business Day, then on the next succeeding  Business Day, to the persons in whose names the Securities (as defined below) are registered at  the close of business on January 1 or July 1 (each, a “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 this 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 borne by this Security, compounded semi-annually,  which interest shall accrue from the date such overdue amount was originally due to the date  payment of such amount, including interest thereon, has been made or 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, then (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; provided  that the paying agent shall have received appropriate wire transfer instructions at least ten  calendar days prior to the applicable Interest Payment Date.      2.    Method of Payment.         L3Harris Technologies, Inc. (the “Company”) shall pay interest on this Security (except  defaulted interest) to the persons who are registered Holders of the Securities (as defined below)  at the close of business on the Record Date next preceding the Interest Payment Date, even if  such Securities are cancelled after such Record Date and on or before such Interest Payment  Date; provided, however, interest payable at maturity will be paid to the person to whom the  principal is payable.  The Holder must surrender this Security to a paying agent to collect  principal payments.  Subject to the terms and conditions of the Indenture, the Company will  make payments in cash in respect of Redemption Prices (as defined below) and at maturity to  Holders who surrender Securities of this series to the paying agent to collect such payments in  respect of such Securities.  The Company will pay cash amounts in money of the United States                                         2   





 






   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 Security Registrar.         Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security  Registrar.  The Company may appoint and change any paying agent or Security 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 Security Registrar.   4.    Series.         This Security is one of a duly authorized issue of 1.800% Notes due 2031 (the  “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 November 25, 2020 (the “Officers’ Certificate”), to  establish the terms of the 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 November 25, 2020 (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.           At any time and from time to time prior to the Par Call Date (as defined below), the  Company may redeem the Securities, in whole or in part, at the Company’s option, 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 principal and  interest (other than interest accruing to the date of redemption and assuming for these purposes  that the Securities matured on the Par Call Date), discounted to the redemption date on a semi-                                        3 





 






   annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate  (as defined below) plus 15 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 of the Securities being  redeemed.         At any time and from time to time on or after the Par Call Date, the Company may  redeem the Securities, in whole or in part, at the Company’s option, at a redemption price equal  to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the  principal amount of the Securities being redeemed to, but not including, the redemption date of  the Securities being redeemed.         “Comparable Treasury Issue” means the United States Treasury security selected by an  Independent Investment Banker as having a maturity comparable to the remaining term of the  Securities being redeemed, and assuming for these purposes that the Securities matured on the  Par Call Date (“Remaining Life”), 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.          “Comparable Treasury Price” means, with respect to any redemption date, (1) the  average of the Reference Treasury Dealer Quotations for such redemption date, after excluding  the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent  Investment Banker 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.          “Par Call Date” means October 15, 2030 (the date that is three months prior to the  maturity date).         “Reference Treasury Dealer” means each of Barclays Capital Inc., HSBC Securities  (USA) Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC and, in each case, their  respective successors, provided, however, that if any of the foregoing ceases to be a primary U.S.  government securities dealer in New York City, the Company will appoint another primary U.S.  government securities dealer in New York City as a substitute.          “Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and  any redemption date, the average, as determined by the Independent Investment Banker, of the  bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a  percentage of its principal amount) quoted in writing to the Independent Investment Banker 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” or any                                         4 





 






   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 applicable 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 applicable  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 applicable Comparable Treasury Issue, calculated using a price for such  Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the  applicable 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 such manner that complies with applicable legal  and securities exchange requirements, if any, and that it deems appropriate and fair; provided,  that if the Securities are represented by one or more global securities, beneficial interests in such  Securities will be selected for redemption by the Depositary in accordance with its standard  procedures therefor.          Notice of any optional redemption will be delivered 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 such redemption will state, among other things, the amount of Securities to be redeemed, the  redemption date, the manner of calculating 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 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.          In connection with any optional redemption of the Securities, the Company shall give the  Trustee notice of the Redemption Price promptly after the Company’s calculation thereof, and  the Trustee shall have no responsibility for such calculation.          The Securities of this series will not be entitled to any sinking fund.    6.    Change of Control.         If a Change of Control Repurchase Event (as defined below) occurs, unless the Company  has previously 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 a principal amount of $2,000 or an  integral multiple of $1,000 above that amount) of that Holder’s Securities at a repurchase price in  cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any  accrued and unpaid interest on the Securities being repurchased to, but not including, the date of  repurchase. Within 30 days following any Change of Control Repurchase Event or, at the  Company’s option, prior to any Change of Control (as defined below), but after the public  announcement of an impending Change of Control, the Company will deliver a notice to each                                         5 





 






   Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that  constitute or may constitute the Change of Control Repurchase Event and offering to repurchase  Securities on the payment date specified in the notice, which date will be no earlier than 30 days  and no later than 60 days from the date such notice is delivered. The notice shall, if delivered  prior to the date of consummation of the Change of Control, state that the offer to repurchase is  conditioned on the Change of Control Repurchase Event occurring on or prior to the payment  date specified in the notice.          The Company will comply with the requirements of Rule 14e-1 under the Securities  Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and  regulations thereunder, to the extent those laws and regulations are applicable in connection with  the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the  extent that the provisions of any securities laws or regulations conflict with the Change of  Control Repurchase Event provisions of the Securities, the Company will comply with the  applicable securities laws and regulations and will not be deemed to have breached its  obligations under the Change of Control Repurchase Event provisions of the Securities by virtue  of such conflict.          On the Change of Control Repurchase Event payment date, the Company will, to the  extent lawful:          (1)   accept for payment all Securities or portions of Securities (in a principal amount of  $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the  Company’s offer;          (2)   deposit with the paying agent an amount equal to the aggregate purchase price in  respect of all Securities or portions of Securities properly tendered; and          (3)   deliver or cause to be delivered to the Trustee the Securities properly accepted,  together with an Officers’ Certificate stating the aggregate principal amount of Securities being  repurchased by the Company.         The paying agent will promptly deliver or arrange for delivery to each Holder of  Securities properly tendered the repurchase price for such Holder’s Securities being repurchased,  and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to  each Holder a new Security equal in principal amount to any unpurchased portion of any  Securities surrendered; provided, that each new Security will be in a principal amount of $2,000  or an integral multiple of $1,000 above that amount.          The Company will not be required to make an offer to repurchase the Securities upon a  Change of Control Repurchase Event if a third party makes such an offer in the manner, at the  times and otherwise in compliance with the requirements for an offer made by the Company and  such third party purchases all Securities properly tendered and not withdrawn under its offer.  Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a  Change of Control Repurchase Event may be made in advance of such Change of Control  Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place  for the Change of Control at the time of making the offer.                                         6 





 






          “Below Investment Grade Rating Event” means the rating for the Securities is lowered to  below Investment Grade by both Rating Agencies on any date from the date of the public notice  of an arrangement that could result in a Change of Control until the end of the 60-day period  following public notice of the occurrence of a Change of Control (which period shall be  extended so long as the rating of the Securities is under publicly announced consideration for  possible downgrade by either of the Rating Agencies as a result of such Change of Control);  provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular  reduction in rating shall not be deemed to have occurred in respect of a particular Change of  Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of  the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies  making the reduction in rating to which this definition would otherwise apply does not announce  or publicly confirm or inform the Trustee in writing at the Company’s request that the reduction  was the result, in whole or in part, of any event or circumstance comprised of or arising as a  result of, or in respect of, the applicable Change of Control (whether or not the applicable  Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).          “Change of Control” means the occurrence of any of the following:          (1)   the direct or indirect sale, transfer, conveyance or other disposition (other than by  way of merger or consolidation), in one or a series of related transactions, of all or substantially  all of the Company’s properties or assets and those of the Company’s Subsidiaries taken as a  whole to any “person” or “group” (as that term is used in Section 13(d)(3) of the Exchange Act),  other than the Company or one of its Subsidiaries;          (2)   the adoption by the holders of the Company’s Voting Stock of a plan relating to  the Company’s liquidation or dissolution;          (3)   the first day during any period of 24 consecutive months on which a majority of  the members of the Company’s Board of Directors are not Continuing Directors; or          (4)   the consummation of any transaction or series of related transactions (including,  without limitation, any merger or consolidation) the result of which is that any “person” or  “group” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company  or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of  more than 50% of the then outstanding number of shares of the Company’s Voting Stock,  measured by voting power rather than number of shares; provided that a merger shall not  constitute a “change of control” under this definition if:  (i) the sole purpose of the merger is the  Company’s reincorporation in another state, and (ii) the Company’s shareholders and the number  of shares of the Company’s Voting Stock, measured by voting power and number of shares,  owned by each of them immediately before and immediately following such merger are  identical.         “Change of Control Repurchase Event” means the occurrence of both a Change of  Control and a Below Investment Grade Rating Event.          “Continuing Director” means, as of any date of determination, any member of the  Company’s Board of Directors:  (i) who was a member of such Board of Directors on the date of                                         7 





 






   the issuance of the Securities; (ii) who was nominated for election or elected to such Board of  Directors with the approval of the individuals referred to in clause (i) above constituting at the  time of such nomination or election at least a majority of the Board of Directors (either by a  specific vote or by approval of the Company’s proxy statement in which such member was  named as a nominee recommended by the Continuing Directors for election as a director); or (iii)  whose nomination or election was approved by individuals referred to in clauses (i) and (ii)  above constituting at the time of such nomination or election at least a majority of the Board of  Directors.          “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under  any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its  equivalent under any successor rating categories of S&P) or the equivalent investment grade  credit rating from any additional Rating Agency or Rating Agencies selected by the Company.          “Moody’s” means Moody’s Investors Service, Inc., and its successors.         “Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or  S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for  reasons outside of the Company’s control, a “nationally recognized statistical rating  organization” as defined in Section 3(a)(62) of the Exchange Act selected by the Company as a  replacement agency for Moody’s or S&P, as the case may be.          “S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.          “Voting Stock” means, with respect to any person, capital stock of any class or kind the  holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election  of directors (or persons performing similar functions) of such person, even if the right so to vote  has been suspended by the happening of such a contingency.   7.    Denominations; Transfer; Exchange.         The Securities are in fully registered form, without coupons, in minimum denominations  of $2,000 of principal amount and integral multiples of $1,000 above that amount.  A Holder  may transfer or exchange the Securities in accordance with the Indenture.  The Security Registrar  may require a Holder, among other things, to furnish appropriate endorsements and transfer  documents and to pay any taxes and fees required by law or permitted by the Indenture.           The Company shall not be required to exchange or register a transfer of:  (a) any Security  of this series for a period of fifteen days next preceding the first delivery of notice of redemption  of Securities of this series or (b) any Securities of this series selected, called or being called for  redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the  portion thereof not so to be redeemed.   8.    Persons Deemed Owners.         The registered Holder of this Security may be treated as the owner of this Security for all  purposes subject to the Record Date provisions hereof.                                           8 





 






   9.    Unclaimed Money or Securities.         The Trustee and the paying agent shall return to the Company any money held by them  for the payment of any amount with respect to the Securities that remains unclaimed for two  years, subject to applicable unclaimed property law.  After return to the Company, Holders  entitled to the money or securities must look to the Company for payment as general creditors  unless an applicable abandoned property law designates another person.   10.   Amendment; Waiver.         The Indenture permits, with certain exceptions as therein provided, the amendment  thereof and the modification of the rights and obligations of the Company and the rights of the  Holders of the Securities to be affected under the Indenture at any time by the Company and the  Trustee with the consent of the Holders of not less than a majority in aggregate principal amount  of the outstanding Securities to be affected.  The Indenture also contains provisions permitting  the Holders of specified percentages in aggregate principal amount of the Securities of any series  at the time outstanding, on behalf of the Holders of all the Securities of such series, to waive  compliance by the Company with certain provisions of the Indenture and certain past defaults  under the Indenture and their consequences.  Any such consent or waiver by the Holder of this  Security shall be conclusive and binding upon such Holder and upon all future Holders of this  Security and of any Security issued upon the registration or transfer hereof or in exchange  herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this  Security.   11.   Obligations Absolute.         No reference herein to the Indenture and no provision of this Security or of the Indenture  shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay  the principal of and any premium and interest on this Security at the place, at the respective  times, at the rate and in the coin or currency herein prescribed.   12.   Trustee Dealings with the Company.         Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee  under the Indenture, in its individual or any other capacity, may become the owner or pledgee of  Securities and may otherwise deal with the Company or its affiliates with the same rights it  would have if it were not Trustee.   13.   Book-Entry Provisions for Global Securities.           This Security is in the form of a Global Security as provided in the Indenture.  The  Global Security for this series initially shall:  (i) be registered in the name of the Depositary, who  shall be The Depository Trust Company or as otherwise identified in or pursuant to the Officers’  Certificate authorizing the issuance of this series of Securities or the nominee of such  Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any  required legends.                                          9 





 






         Members of, or participants in, the Depositary (“Agent Members”) shall have no rights  under the Indenture with respect to this Global Security held on their behalf by the Depositary, or  the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by  the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of  this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein  shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving  effect to any written certification, proxy or other authorization furnished by the Depositary or  impair, as between the Depositary and its Agent Members, the operation of customary practices  governing the exercise of the rights of a Holder of this Security.         Transfers of this Global Security shall be limited to transfers in whole, but not in part, to  the Depositary, its successors or their respective nominees. Interests of beneficial owners in this  Global Security may be transferred or exchanged for definitive Securities in accordance with the  rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial  owners in exchange for their beneficial interests in this Global Security only if:  (i) the  Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this  Global Security, or the Depositary has ceased to be a “clearing agency” registered under the  Exchange Act, and a successor depositary is not appointed by the Company within 90 days of  such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures  elects not to have the Securities represented by a Global Security and to cause the issuance of  definitive Securities or (iii) an Event of Default has occurred and is continuing.         In connection with any transfer or exchange of a portion of the beneficial interest in this  Global Security to beneficial owners pursuant to the immediately preceding paragraph, the  Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the  Security Register the date and a decrease in the principal amount of this Global Security in an  amount equal to the principal amount of the beneficial interest in this Global Security to be  transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or  more definitive Securities of like tenor and amount.  In connection with the transfer of this entire  Global Security to beneficial owners pursuant to the immediately preceding paragraph, this  Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the  Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner  identified by the Depositary in exchange for its beneficial interest in this Global Security, an  equal aggregate principal amount of definitive Securities of authorized denominations.         The Holder of this Global Security may grant proxies and otherwise authorize any  person, including Agent Members and persons that may hold interests through Agent Members,  to take any action which a Holder is entitled to take under the Indenture or the Securities.   14.   Restrictive Covenants.         The Indenture imposes certain limitations on the ability of the Company to 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, and on the ability of the Company and its Restricted Subsidiaries to:   (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback  transactions.  On or before the first day of October in each year, the Company must report to the  Trustee on compliance with such limitations.                                         10 





 






   15.   No Recourse Against Others.         A director, officer, employee, or stockholder, as such, of the Company or the Trustee  shall not have any liability for any obligations of the Company under the Securities or the  Indenture or for any claim based on, in respect of or by reason of such obligations or their  creation.  By accepting a Security, each Holder waives and releases all such liability.  The waiver  and release are part of the consideration for the issue of the Securities.    16.   Authentication.         This Security shall not be valid until an authorized signatory of the Trustee manually  signs the Trustee’s Certificate of Authentication on the other side of this Security.     17.   Abbreviations.         Customary abbreviations may be used in the name of a Holder or an assignee, such as  TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants  with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A  (=Uniform Gifts to Minors Act).   18.   Defeasance.         The Indenture contains provisions for defeasance at any time of:  (i) the entire  indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the  related Events of Default, upon compliance by the Company with certain conditions set forth  therein, which provisions apply to this Security.  These provisions shall not apply to Section 6  above after a Change of Control Repurchase Event occurs.   19.   GOVERNING LAW.         THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK  WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.                                    *        *        *         The Company will furnish to any Holder upon written request and without charge a copy  of the Indenture.  Requests may be made to:          L3Harris Technologies, Inc.        1025 West NASA Boulevard        Melbourne, FL 32919        Attn: Treasurer                                                   11 





 






                                                                                                                  ASSIGNMENT FORM               To assign this Security, fill in the form below:                             (I) or (we) assign and transfer this Security to   ---------------------------------------------------------------------------------------------------------------------                     (Insert assignee’s social security or tax I.D. no.)   ---------------------------------------------------------------------------------------------------------------------   ---------------------------------------------------------------------------------------------------------------------                   (Print or type assignee’s name, address and zip code)   and irrevocably appoint ____________________________________ agent to transfer this  Security on the books of the Company.  The agent may substitute another to act for him.               Your Signature: ________________________________________________                           (Sign exactly as your name appears on the other side of this                           Security)               Date: __________________________               Medallion Signature Guarantee: _________________________________                       SCHEDULE OF INCREASES OR DECREASES    The following increases or decreases in the principal amount of this Security have been made:                                                                              Amount of decrease               Principal amount of               in principal  Amount of increase this Security    Signature of                amount       in principal amount following such authorized signatory     Date     of this Security    of this Security    decrease or increase   of Trustee