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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
