On July 29, 2022, L3Harris Technologies, Inc. established a new $2 billion, five-year senior unsecured revolving credit facility by entering into a Revolving Credit Agreement (the “New Credit Agreement”) with (i) the lenders from time to time party thereto; (ii) JPMorgan Chase Bank, N.A., as administrative agent, as an issuing bank for letters of credit and as swingline lender; (iii) Bank of America, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Bank, National Association, and U.S. Bank National Association, as co-syndication agents; and (iv) JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, and U.S. Bank National Association, as joint lead arrangers and joint bookrunners. The New Credit Facility replaces L3Harris' prior $2 billion, five-year senior unsecured revolving credit facility established under the Revolving Credit Agreement, dated as of June 28, 2019 (the “ 2019 Credit Agreement ”). L3Harris had entered into the 2019 Credit Agreement with (i) the lenders from time to time party thereto; (ii) JPMorgan Chase Bank, N.A., as administrative agent, as an issuing bank for letters of credit and as swingline lender; (iii) Citibank, N.A., Bank of America, N.A., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as co-syndication agents; and (iv) JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America Securities, Inc., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. The 2019 Credit Agreement was terminated concurrently with the effectiveness of, and as a condition of entering into, the New Credit Agreement. No loans or letters of credit under the 2019 Credit Agreement were outstanding at the time of, or were repaid in connection with, such termination. The 2019 Credit Agreement was scheduled to terminate on June 28, 2024, and L3Harris incurred no early termination penalties as a result of such termination.
The New Credit Agreement provides for the extension of credit to L3Harris in the form of revolving loans, swingline loans and letters of credit, at any time and from time to time during the term of the New Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed $2 billion, with a sub-limit of $200 million for swingline loans and a sub-limit of $350 million for letters of credit. Borrowings under the New Credit Agreement may be denominated in U.S. Dollars, Euros, Sterling and any other currency (x) that is a lawful currency (other than U.S. dollars) that is readily available and freely transferable and convertible into U.S. Dollars, and (y) that is agreed to by the administrative agent and each of the lenders, with a non-U.S. currency sub-limit of $400 million. The New Credit Agreement includes a provision pursuant to which, from time to time, L3Harris may request that the lenders in their discretion increase the maximum amount of commitments under the New Credit Agreement by an amount not to exceed $1 billion. Only consenting lenders (including new lenders reasonably acceptable to the administrative agent) will participate in any increase. L3Harris has no obligation to offer the right to participate in such increase to any or all of the existing lenders. In no event will the maximum amount of credit extensions available under the New Credit Agreement exceed $3 billion.