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Exhibit 99.2
COMMERCIAL PAPER ISSUING AND PAYING AGENT
AGREEMENT
Agreement, dated as of March 30, 2005, between Citibank, N.A.,
a
national banking association, having an office at 111 Wall
Street, New York, New
York 10005 ("Citibank") and Harris Corporation, a corporation
organized under
the laws of the State of Delaware, having an office at 1025 W
NASA Blvd,
Melbourne, FL 32919 (the "Company").
WITNESSETH:
THAT WHEREAS, the Company wishes to appoint Citibank as its
agent in
connection with the issuance and payment of its short-term
promissory notes
described below and Citibank wishes to accept such appointment,
each on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the
agreements
hereinafter set forth, the parties hereby agree as follows:
SECTION 1. APPOINTMENT AND ACCEPTANCE
The Company hereby appoints Citibank as its agent for the
Company in
connection with the issuance and payment of Notes (as defined
below), and
Citibank agrees to act as such upon the terms and conditions set
forth in this
Agreement.
SECTION 2. FORM OF NOTES
The Company's short-term promissory notes to be issued by the
Company
hereunder shall mean promissory notes of the Company, offered
for sale in a
transaction which is exempt from registration under either (i)
Section 4(2) of
the Securities Act of 1933, as amended (the "1933 Act"), and
having maturities
of 390 days or less, or (ii) Section 3(a)3, or 3(a)2 of the 1933
Act and having
maturities of 270 days or less, and will be book-entry notes
only represented by
a master note issued by the Company in connection with the
book-entry commercial
paper program of The Depository Trust Company ("DTC") or other
depository
(book-entry notes herein called the "Notes" and individually a
"Note").
SECTION 3. ISSUANCE OF NOTES; AUTHORIZED AGENTS
(A) Pursuant to the Citi Treasury Manager ("CTM") Agreement
with
Citibank, Citibank will accept issuance and payment
instructions for the Notes through CTM from certain officers
and employees of the Company, dealers, or others authorized
by
the Company to access CTM (the "Authorized Agents").
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If an Authorized Agent specifies that a Note shall be
issued in book-entry form represented by a Master
Note, the Authorized Agent shall transmit its
instructions through CTM in accordance with the
standard prevailing book-entry Note program
procedures of the DTC. The release by an Authorized
Agent of the issuance instructions to the DTC shall
consititute the issuance of a book-entry Note.
(B) The Authorized Agents shall not instruct Citibank to issue
any
Note with a maturity date which is (i) greater than the
tenor
allowable under the applicable law or (ii) a day on which
Citibank's or, the appropriate depository's offices in New
York, New York are not open for business. If applicable
under
this Agreement, Extendible Commercial Notes ("ECNs") shall
have maturities of 390 days or less.
(C) The Company, or in the case of its dealers, the dealer,
will
supply Citibank with an incumbency certificate listing the
names of the Authorized Agents together with specimens of
their signatures. Until Citibank receives a subsequent
incumbency certificate from the Company or the dealer, as
the
case may be, Citibank shall be entitled to rely on the last
such certificate delivered to it for purposes of determining
the Authorized Agents.
SECTION 4. DELIVERY OF NOTES AND PAYMENT FOR NOTE
(A) All Notes shall be delivered in accordance with DTC
rules.
(B) All funds to be used in payment for Notes are to be
credited
to the Company's account number 30466602 at Citibank. This
account may be changed upon written instruction from the
Company, accepted by Citibank.
SECTION 5. PAYMENT OF NOTES AT MATURITY
Citibank agrees to effect payment on the Company's behalf by
debiting
the Company's Account maintained with Citibank in the amount of
the face value
amount of such Note, plus interest, if applicable, and to enter
appropriate
notations of payment. The Company agrees to maintain a
sufficient credit balance
in said account to pay each Note at maturity.
The Company acknowledges that nothing in this Agreement shall
obligate Citibank
to extend credit, grant financial accommodation, or otherwise
advance funds to
the Company for the purpose of making any such payments or part
thereof or
otherwise effecting such transactions.
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SECTION 6. INSTRUCTIONS
(A) The Company understands that all instructions are to be
in
writing, directed to Citibank's Agency and Trust Department.
Instructions transmitted through computer terminals
(including
CTM) or by facsimile shall be considered written
instructions
for the purpose of this Agreement.
(B) All instructions with respect to the issuance of Notes must
be
given via computer terminal (including CTM) by 1:00 p.m. New
York time.
(C) Prepayment instructions and cancellations of a previous
issuance instruction will be accepted for bookentry
issuances
from an Authorized Agent if received by Citibank by [2:00]
p.m. and, in the case of facsimile instructions, only after
a
confirming telephone call b
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