HARRIS CORP /DE/ (Form: 8-K, Received: 06/18/2007 17:18:48)

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): June 12, 2007

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-3863	34-0276860

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o 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.

Harris Corporation, a Delaware corporation (“Harris”), entered into a Commercial Paper Dealer Agreement with Citigroup Global Markets Inc. on June 12, 2007, with Banc of America Securities LLC on June 13, 2007 and with SunTrust Capital Markets, Inc. on June 14, 2007 (collectively, the “Dealers”) relating to Harris’ commercial paper program (collectively, the “Dealer Agreements”). Pursuant to this program, Harris may issue unsecured short-term promissory notes (“ Notes ”) up to a maximum aggregate amount outstanding at any time of up to $500,000,000. The program is backstopped by the Revolving Credit Agreement that was entered into by Harris on March 31, 2005.

The Dealer Agreements set forth the terms and conditions under which the Dealers will either purchase from Harris or arrange for the sale by Harris of Notes in transactions exempt from registration under federal and state securities laws. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. Under the Dealer Agreements, the maturities of the Notes may vary, but may not exceed 270 days, and the Notes must be in a minimum denomination of $100,000. The Notes may be issued and sold, at the option of Harris, either at a discount to face value or at face value and bear interest. The Commercial Paper Issuing and Paying Agent Agreement (“Agency Agreement”), dated March 30, 2005, previously entered into by Harris and Citibank, N.A., provides that Citibank, N.A. shall act as Harris’ agent in connection with the issuance and payment of the Notes. A brief description of the Agency Agreement is set forth under Item 1.01 of Harris’ Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2005 (“Prior Form 8-K”) under the heading, “Commercial Paper Issuing and Paying Agent Agreement.” Such description is incorporated herein by reference and is only a summary, does not purport to be complete, and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Agency Agreement, which is filed as Exhibit 99.2 to the Prior Form 8-K and is also incorporated herein by reference.

The Dealers, and their affiliates, have performed or may perform in the future various commercial banking, investment banking and other financial advisory services for Harris and its affiliates for which they have received or may receive customary fees and expenses.

The foregoing description of the Dealer Agreements is only a summary, does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Dealer Agreements, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 15, 2007, Harris completed the acquisition from Netco Government Services, LLC, a Minnesota limited liability company (the “Seller”), of all the issued and outstanding stock of Multimax Incorporated, a Maryland corporation (“Multimax”). The acquisition was consummated pursuant to the terms of the Stock Purchase Agreement, dated as of May 31, 2007 (the “Agreement”), between Harris and the Seller.

The purchase price for Multimax was $400,000,000, subject to possible upward or downward adjustment as set forth in the Agreement. Multimax is a provider of information technology and communications services and solutions supporting the Department of Defense, federal civilian agencies, and state and local governments. Prior to the acquisition, Multimax was owned by the Seller and the Seller is indirectly owned by Cerberus Partners, L.P. and certain other funds and/or accounts affiliated with Cerberus Capital Management. Cerberus Partners, L.P. has guaranteed the performance and payment of the Seller’s covenants and obligations under the Agreement. There is no material relationship, other than in respect of the acquisition, between the Seller and Harris or any of Harris’ affiliates, or any director or officer of Harris, or any associate of any such director or officer.

The foregoing description of the acquisition, the Agreement and the transaction contemplated thereby is only a summary, does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Agreement, which was filed as Exhibit 2.1 to Harris’ Current Report on Form 8-K filed with the SEC on June 1, 2007, and is incorporated in this Item 2.01 by reference.

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

Pursuant to the Agency Agreement and the Dealer Agreements with Citigroup Global Markets Inc. and Banc of America Securities LLC, on June 14, 2007, Harris issued an aggregate principal amount of $350,000,000 of Notes under its commercial paper program (“CP Notes). As of June 14, 2007, $300,000,000 of the CP Notes had a seven day maturity and $50,000,000 of the CP Notes had a one day maturity. The CP Notes were issued and sold pursuant to an exemption from registration under federal and state securities laws. The proceeds from the issuance of the CP Notes were used by Harris to fund a portion of the purchase price for the acquisition of Multimax. The CP Notes are not redeemable prior to maturity and are not subject to voluntary prepayment. The outstanding CP Notes constitute a direct financial obligation of Harris. As of June 15, 2007, the CP Notes had a weighted average interest rate of approximately 5.40%. Subject to Harris’ capital needs, market conditions and alternative capital market opportunities, Harris expects to maintain indebtedness under the commercial paper program by continually repaying and reissuing Notes until such time as the outstanding Notes are replaced with longer term debt. However, Harris’ commercial paper balance may increase or decrease in the short term due to working capital needs and cash balances.

Item 7.01 Regulation FD Disclosure.

On June 15, 2007, Harris issued a press release announcing the completion of the acquisition of Multimax. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, they will be filed with the SEC by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this item, it will be filed with the SEC by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

The following exhibits are filed herewith:


2.1		Stock Purchase Agreement, dated as of May 31, 2007, between Harris Corporation and Netco Government Services, LLC, incorporated by reference to Exhibit 2.1 to Harris’ Current Report on Form 8-K filed with the SEC on June 1, 2007.

10.1		Commercial Paper Dealer Agreement dated June 12, 2007, between Citigroup Global Markets Inc. and Harris Corporation.

10.2		Commercial Paper Dealer Agreement dated June 13, 2007, between Banc of America Securities LLC and Harris Corporation.

10.3		Commercial Paper Dealer Agreement dated June 14, 2007, between SunTrust Capital Markets, Inc. and Harris Corporation.

10.4		Commercial Paper Issuing and Paying Agent Agreement, dated as of March 30, 2005, between Citibank, N.A. and Harris Corporation, incorporated by reference to Exhibit 99.2 to Harris’ Current Report on Form 8-K filed with the SEC on April 5, 2005.

The following exhibit is furnished herewith:

99.1		Press Release, issued by Harris Corporation on June 15, 2007 (furnished pursuant to Item 7.01 and not filed).

SIGNATURES

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


	HARRIS CORPORATION
June 18, 2007	/s/ Scott T. Mikuen
	Name:	Scott T. Mikuen
	Title:	Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT INDEX


2.1		Stock Purchase Agreement, dated as of May 31, 2007, between Harris Corporation and Netco Government Services, LLC, incorporated by reference to Exhibit 2.1 to Harris’ Current Report on Form 8-K filed with the SEC on June 1, 2007.

10.1		Commercial Paper Dealer Agreement dated June 12, 2007, between Citigroup Global Markets Inc. and Harris Corporation.

10.2		Commercial Paper Dealer Agreement dated June 13, 2007, between Banc of America Securities LLC and Harris Corporation.

10.3		Commercial Paper Dealer Agreement dated June 14, 2007, between SunTrust Capital Markets, Inc. and Harris Corporation.

10.4		Commercial Paper Issuing and Paying Agent Agreement, dated as of March 30, 2005, between Citibank, N.A. and Harris Corporation, incorporated by reference to Exhibit 99.2 to Harris’ Current Report on Form 8-K filed with the SEC on April 5, 2005.

99.1		Press Release, issued by Harris Corporation on June 15, 2007 (furnished pursuant to Item 7.01 and not filed).

EXHIBIT 10.1

COMMERCIAL PAPER DEALER AGREEMENT

THIS COMMERCIAL PAPER DEALER AGREEMENT, dated as of June 12, 2007, between CITIGROUP GLOBAL MARKETS INC. (the “Dealer”) and HARRIS CORPORATION (the “Company”).

WHEREAS, the Company desires to issue its short-term promissory notes in the United States commercial paper market,

WHEREAS, the Company has requested the Dealer to act on a non-exclusive basis as a dealer therefor and the Dealer has indicated its willingness to do so on the terms and conditions contained herein,

NOW THEREFORE, the Dealer and the Company hereby agree as follow:

The Notes . The term “Notes” means short-term promissory notes of the Company, each such note (a) having a maturity at the time of issuance of not more than 270 days (exclusive of days of grace) and (b) not containing any provision for automatic “rollover”. The proceeds from the sale of the Notes will be used by the Company for “current transactions” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended (the “1933 Act”). The Notes will be issued in such face or principal amounts (but not less than $100,000 each) and will bear such interest rates (if interest-bearing) or be sold at such discounts, if any, from their face amounts, as shall be approved in writing in advance by the Company in its sole discretion. Nothing herein shall limit or otherwise affect the ability of the Company to issue, place and/or sell short-term promissory notes which are issued in reliance on an exemption from registration under the 1933 Act other than that provided by Section 3(a)(3) thereof.

Appointment of Dealer . The Company hereby appoints the Dealer to be a non-exclusive dealer in respect of the Notes and the Dealer accepts such appointment subject to the terms and conditions set forth herein. Although (a) the Company has and shall have no obligation to permit the Dealer to purchase any Notes or arrange any sale of Notes for the account of the Company, and (b) the Dealer has and shall have no obligation to purchase any Notes or arrange any sale of Notes for the account of the Company, the parties hereto agree that any purchase of Notes by the Dealer and any sale of Notes arranged by the Dealer will be effected in reliance on, among other things, the representations, warranties, covenants and agreements of the Company contained herein or made pursuant hereto and on the terms and conditions and in the manner herein. From time to time, the Company shall give the Dealer prior written notice of the entity serving as the issuing and paying agent for the Notes (the “Issuing and Paying Agent”). The appointment of the Dealer hereunder is non-exclusive; and, without limiting the generality of the foregoing: (i) the Company currently has appointed, and may at any time or from time to time appoint, one or more other dealers for the Notes; and (ii) the Company may at any time or from time to time sell Notes directly to investors.

Issuance of Notes . (a) Prior to or on the date of a proposed issuance of Notes which are to be purchased (or the purchase of which is to be arranged) by the Dealer, the Dealer and the Company shall confer as to the face or principal amounts, maturities and denominations thereof, the applicable interest rates or the discounts from the face amounts, at which the Notes are to be issued. When the Company has approved such issuance in writing, the Dealer will instruct the Issuing and Paying Agent to deliver executed and countersigned Notes to the persons specified by the Dealer on the date of issuance. (b) The authentication and delivery of Notes pursuant hereto by the Issuing and Paying Agent shall constitute the issuance of such Notes by the Company. The Company agrees that (i) signed Notes in bearer form shall be delivered to the Issuing and Paying Agent and (ii) instructions to the Issuing and Paying Agent to complete, authenticate and deliver such Notes shall be made in the manner prescribed in the agreement between the Company and the Issuing and Paying Agent (as amended from time to time, the “Issuing and Paying Agency Agreement”). Notwithstanding the above provisions, in the event that the Company elects to issue Notes in book entry form through The Depositary Trust Company (“DTC”), delivery of Notes shall be effected pursuant to the procedures in effect from time to time at DTC with respect to commercial paper notes.

Representations and Warranties . The Company represents and warrants: (a) the Company is a duly organized and validly existing corporation in good standing under the laws of the state of its incorporation and has the corporate power and authority to execute and deliver this Agreement, the Issuing and Paying Agency Agreement and the Notes, and to perform and observe the conditions hereof and thereof (b) the execution and delivery and performance of this Agreement and the Issuing and Paying Agency Agreement and the issuance and sale of the Notes have been duly authorized by the Company, and this Agreement and the Issuing and Paying Agency Agreement constitute, and when the Notes have been duly executed by the Company and authenticated and delivered by the Issuing and Paying Agent against payment therefor, such Notes will constitute, legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other similar laws relating to or affecting generally creditors’ rights or by general equitable principles, or by applicable federal or state securities laws; (c) no consent or action of, or filing or registration with, any governmental or public regulatory body or authority is required to authorize, or is otherwise required to be obtained by the Company in connection with, the execution, delivery or performance of this Agreement, the Issuing and Paying Agency Agreement or the Notes, except such as have already been obtained and such others the failure to obtain of which will not affect the validity or enforceability of any such document or have a material adverse effect on the consolidated financial condition of the Company and its subsidiaries considered as a whole; (d) neither the execution and delivery by the Company of this Agreement, the Issuing and Paying Agency Agreement or the Notes, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by

		the Company, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company; (ii) violate any of the terms of the Company’s charter documents or By-laws, or (iii) breach or violate any contract or instrument to which the Company is a party or to which it or its property is bound, or any law or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, to which the Company is subject or by which it or its property is bound which, in the case of any of the foregoing clauses (i) or (iii) would have a material adverse effect on the consolidated financial condition of the Company and its subsidiaries considered as a whole; (e) each Note issued by the Company pursuant to the terms hereof and of the Issuing and Paying Agency Agreement is exempt from the registration requirements of the 1933 Act by reason of Section 3(a)(3) thereof, and neither registration of the Notes under the 1933 Act nor qualification of an indenture under the Trust Indenture Act of 1939, as amended, with respect to the Notes will be required in connection with the offer, issuance, sale or delivery of the Notes in accordance with the terms hereof and of the Issuing and Paying Agency Agreement; (f) the Company is neither an “investment company” nor a “company controlled by an investment company” within the meaning of the Investment Company Act of 1940, as amended; and (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened, against the Company or any of its officers, directors or persons who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended) or to which any property of the Company is subject, which could in any way materially and adversely affect the validity or enforceability of this Agreement, the Issuing and Paying Agency Agreement or the Notes.

5.		Offering Materials . (a) The Company understands that, in connection with the sale of the Notes, certain materials relating to the Company and its affiliates may be prepared (collectively referred to herein as the “Offering Materials”), which are distributed to purchasers and prospective purchasers of the Notes. To provide a basis for the preparation of the Offering Materials and to assist the Dealer’s normal credit review procedures, the Company shall provide the Dealer (if the Dealer is unable to obtain the same on its own) with copies of (i) its most recent reports of the Company on Forms 10-Q and 10-K filed with the Securities and Exchange Commission (“SEC”), (ii) its most recent annual audited financial statements and each interim financial statements or report prepared subsequent thereto, and (iii) other publicly available recent reports, if any, provided to its respective shareholders. In addition, the Company will provide the Dealer with such other publicly available information as the Dealer may reasonably request for the purpose of its on-going credit review of the Company. Dealer agrees that except as required by law, it shall not release any non-public information provided by the Company without the Company’s prior written consent and such information shall remain confidential.

(b) The Dealer agrees to furnish all Offering Materials to the Company for its written approval prior to the use thereof in offering the Notes. The Dealer shall not use any Offering Materials until it has received written approval from the Company of such Offering Materials, or a limited approval specifying exceptions to the approval. No materials other than the Offering Materials submitted to the Company for approval will be used to offer the Notes. The Company’s approval shall not apply to information not relating to the Company provided by the Dealer for inclusion in the Offering Materials, and the Dealer’s use of Offering Materials containing information not approved by the Company shall constitute the Dealer’s approval of such information. A written approval by the Company shall constitute a representation that the Offering Materials, as to that portion specifically approved, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

6.		Repetition of Representations and Warranties . Each sale of Notes by the Company hereunder shall be deemed to be a representation and warranty by it that, as of the date of such sale, (a) the representations, warranties and covenants of the Company contained in Sections 4 and 5(b), are true and correct, and (b) the Issuing and Paying Agent has not resigned, or been terminated or replaced.

7.		Conditions Precedent to Dealer’s Obligations . As conditions precedent to any obligations of the Dealer hereunder, the Company shall furnish to the Dealer the following documents, in form and substance satisfactory to the Dealer: (a) a true and complete copy of the Issuing and Paying Agency Agreement; (b)(i) a certified copy of resolutions, duly adopted by the Board of Directors of the Company authorizing the issuance and sale of the Notes and (ii) a certificate as to the incumbency and signatures of certain officers authorized to act on behalf of the Company; and the acceptance by the Company of proceeds from each sale of Notes hereunder shall be deemed to constitute a representation and warranty by the Company that such certificates are accurate and complete and that such resolutions are in full force and effect, in each case, as of the date of such acceptance of proceeds; and (c) an opinion of counsel to the Company, in the form attached hereto as Exhibit A.

8.		Covenants of the Company . The Company covenants and agrees that: (a) for the benefit of the Dealer and the holders from time to time of the Notes, the Company will not permit to become effective any amendment, supplement, rider, waiver or consent to the Issuing and Paying Agency Agreement or any document prepared in connection therewith might adversely affect the interests of the holder of any Note then outstanding. The Company will give the Dealer written notice of any such proposed amendment, supplement, rider, waiver or consent at least ten days

		prior to the effective date thereof and (b) the Company agrees to furnish prior notice to the Dealer of any proposed resignation, termination or replacement of the Issuing and Paying Agent.

9.		Indemnification . (a) The Company will indemnify and hold harmless the Dealer and any affiliate, director, officer, employee or agent of the Dealer and any party who “controls” the Dealer within the meaning of Section 15 of the 1933 Act (each, an “Indemnified Party”) against any and all liabilities, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) (i) arising out of or based upon any allegation that any portions of any Offering Material approved in writing by the Company or any information provided to the Dealer hereunder by the Company specifically for inclusion in the Offering Materials includes an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not apply to the extent that the liability, loss, damages, claims, costs and expenses arise from (1) the inclusion by any Indemnified Party in any Offering Material of statements that have not been approved by the Company pursuant to Section 5 of this Agreement, (2) an untrue statement of a material fact or an omission to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; to the extent that the liability, loss, damages, claims, costs and expenses arise by reason of the failure of the Indemnified Party to provide Offering Materials in connection with the offering of the Notes and such failure of delivery by the Indemnified Party of the Offering Materials would have caused such untrue statement or omission to give rise to such liability, loss, damages, claims, cost or expense.

(b) The Dealer shall promptly notify the Company in writing of any action or claim asserted against any Indemnified Party as to which indemnification may be required. The Company shall thereupon assume the defense thereof, including the employment of counsel and the payment of all expenses. The Company shall have no obligation to indemnify against any settlement, costs or expenses incurred prior to the delivery of written notice of a claim to the Company. The Dealer (but not other Indemnified Parties) shall have the right to employ separate counsel and to participate in the defense thereof, but such participation shall be at the Dealer’s expense, unless (i) the Company has specifically authorized in writing the retention of such counsel, (i) the Company has failed to assume the defense and employ counsel after the delivery by the Dealer of written notice as provided above, or (iii) the named parties include the Dealer and the Company, and counsel shall have advised in a written legal opinion that representation of both parties by the same counsel would be prohibited under applicable standards of professional conduct due to actual or potential differing interests between them (in which case the Company shall not assume the defense, provided that Company shall not be responsible for the fees of more than one separate firm of attorneys for all actions arising out of the same general allegations or circumstances in any one

		jurisdiction and such counsel shall be satisfactory to the Company which approval shall not be reasonably withheld). The Company shall not be liable for any settlement of any such action or claim affected without its prior written consent, but if settled with written consent or if there is a final judgment, the Company agrees to indemnify and hold harmless the Dealer against any loss or liability by reason of such approved settlement or judgment.

		(c) The Dealer will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities costs and expenses arising out of or are based upon any allegations that written information approved by the Dealer for use in the Offering Material including untrue statements. This indemnity obligation is in addition to any liability that the Dealer will otherwise have. If any claim is brought against the Company, the Dealer shall have the same rights and duties given to the Company and the Company shall have the same rights and duties given to the Dealer by paragraph (b) above.

		(d) If the indemnification provided for in this section is unavailable, or insufficient to hold harmless an indemnified party hereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses referred to in Subsection (a) and (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on one hand and the Dealer on the other from the offering of the Notes, or (ii) if the allocation provided in (i) above is not permitted pursuant to applicable law (or to the extent that the contribution allocated is unobtainable from one or more contributing parties), in such proportion as is appropriate to reflect not only the relative benefits referred to in (i) above, but also the relative fault of the Company on the one hand and the Dealer on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as other relevant equitable considerations. The relative benefits received by the Dealer on the one hand and the Company on the other shall be deemed to be in the same proportion as the total net proceeds from the Note offering (before deducting expenses) received by the Company bear to the total fees received by the Dealer. The relative fault of the Company on the one hand and of the Dealer on the other shall be determined by reference to, among other things, whether the claim relates to information in the Offering Materials approved by the Dealer or the Company and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or action that is the basis for the claim.

10.		Compensation . The Dealer shall be entitled to compensation in the amounts mutually agreed upon (orally or in writing) between the Company and the Dealer from time to time.

11.

Notices . All notices required or permitted under the terms and provisions hereof shall be in writing (which shall include facsimile transmission with receipt confirmed) and shall, unless otherwise provided herein, be effective when received at the address specified below or at such other address as shall be specified in a notice furnished hereunder.

If to the Company:


		Harris Corporation 1025 West NASA Boulevard Melbourne, Florida 32919 Attention: Charles J. Greene Tel. No.: (321) 727-9268 Facsimile No.: (321) 727-9648

If to the Dealer:


		Citigroup Global Markets Inc. 390 Greenwich Street, 5 ^th Floor New York, NY 10013 Attention: Money Markets Origination Tel. No.: (212) 723-6378 Facsimile No.: (212) 723-8624

12.		Miscellaneous . This Agreement is to be delivered and performed, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of New York.

		(a) The Company agrees that any suit, action or proceeding brought by the company against the Dealer in connection with or arising out of this Agreement or the offer and sale of Notes shall be brought solely in federal or state court, located in the Borough of Manhattan, City and State of New York.

		(b) This Agreement may be terminated, at any time, by the Company, upon notice to such effect to the Dealer, or by the Dealer, upon notice to such effect to the Company. Any such termination, however, shall not affect the obligations of the Company under Sections 9 and 10 hereof or the rights or responsibilities of the parties arising prior to the termination of this Agreement.

		(c) This Agreement may not be assigned by the Company without the prior consent of the Dealer and any such assignment without such consent shall be null and void. This Agreement may be assigned or transferred by the Dealer to any affiliate of the Dealer upon at least 30 days prior written notice to the Company.

		(d) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party hereto may execute this Agreement by signing one or more counterparts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


CITIGROUP GLOBAL MARKETS INC.
By:	/s/ James M. Hennessy
	James M. Hennessy
	Managing Director

HARRIS CORPORATION
By:	/s/ Charles J. Greene
	Charles J. Greene
	Title:	Vice President Tax and Treasurer

EXHIBIT 10.2

COMMERCIAL PAPER DEALER AGREEMENT

THIS COMMERCIAL PAPER DEALER AGREEMENT, dated as of June 13, 2007, between BANC OF AMERICA SECURITIES LLC (the “Dealer”) and HARRIS CORPORATION (the “Company”).

WHEREAS, the Company desires to issue its short-term promissory notes in the United States commercial paper market,

WHEREAS, the Company has requested the Dealer to act on a non-exclusive basis as a dealer therefor and the Dealer has indicated its willingness to do so on the terms and conditions contained herein,

NOW THEREFORE, the Dealer and the Company hereby agree as follow:

		the Company, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company; (ii) violate any of the terms of the Company’s charter documents or By-laws, or (iii) breach or violate any contract or instrument to which the Company is a party or to which it or its property is bound, or any law or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, to which the Company is subject or by which it or its property is bound which, in the case of any of the foregoing clauses (i) or (iii) would have a material adverse effect on the consolidated financial condition of the Company and its subsidiaries considered as a whole; (e) each Note issued by the Company pursuant to the terms hereof and of the Issuing and Paying Agency Agreement is exempt from the registration requirements of the 1933 Act by reason of Section 3(a)(3) thereof, and neither registration of the Notes under the 1933 Act nor qualification of an indenture under the Trust Indenture Act of 1939, as amended, with respect to the Notes will be required in connection with the offer, issuance, sale or delivery of the Notes in accordance with the terms hereof and of the Issuing and Paying Agency Agreement; (f) the Company is neither an “investment company” nor a “company controlled by an investment company” within the meaning of the Investment Company Act of 1940, as amended; and (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened, against the Company or any of its officers, directors or persons who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended) or to which any property of the Company is subject, which could in any way materially and adversely affect the validity or enforceability of this Agreement, the Issuing and Paying Agency Agreement or the Notes.

5.		Offering Materials . (a) The Company understands that, in connection with the sale of the Notes, certain materials relating to the Company and its affiliates may be prepared (collectively referred to herein as the “Offering Materials”), which are distributed to purchasers and prospective purchasers of the Notes. To provide a basis for the preparation of the Offering Materials and to assist the Dealer’s normal credit review procedures, the Company shall provide the Dealer (if the Dealer is unable to obtain the same on its own) with copies of (i) its most recent reports of the Company on Forms 10-Q and 10-K filed with the Securities and Exchange Commission (“SEC”), (ii) its most recent annual audited financial statements and each interim financial statements or report prepared subsequent thereto, and (iii) other publicly available recent reports, if any, provided to its respective shareholders. In addition, the Company will provide the Dealer with such other publicly available information as the Dealer may reasonably request for the purpose of its on-going credit review of the Company. Dealer agrees that except as required by law, it shall not release any non-public information provided by the Company without the Company’s prior written consent and such information shall remain confidential.

		(b) The Dealer agrees to furnish all Offering Materials to the Company for its written approval prior to the use thereof in offering the Notes. The Dealer shall not use any Offering Materials until it has received written approval from the Company of such Offering Materials, or a limited approval specifying exceptions to the approval. No materials other than the Offering Materials submitted to the Company for approval will be used to offer the Notes. The Company’s approval shall not apply to information not relating to the Company provided by the Dealer for inclusion in the Offering Materials, and the Dealer’s use of Offering Materials containing information not approved by the Company shall constitute the Dealer’s approval of such information. A written approval by the Company shall constitute a representation that the Offering Materials, as to that portion specifically approved, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

6.		Repetition of Representations and Warranties . Each sale of Notes by the Company hereunder shall be deemed to be a representation and warranty by it that, as of the date of such sale, (a) the representations, warranties and covenants of the Company contained in Sections 4 and 5(b), are true and correct, and (b) the Issuing and Paying Agent has not resigned, or been terminated or replaced.

7.		Conditions Precedent to Dealer’s Obligations . As conditions precedent to any obligations of the Dealer hereunder, the Company shall furnish to the Dealer the following documents, in form and substance satisfactory to the Dealer: (a) a true and complete copy of the Issuing and Paying Agency Agreement; (b)(i) a certified copy of resolutions, duly adopted by the Board of Directors of the Company authorizing the issuance and sale of the Notes and (ii) a certificate as to the incumbency and signatures of certain officers authorized to act on behalf of the Company; and the acceptance by the Company of proceeds from each sale of Notes hereunder shall be deemed to constitute a representation and warranty by the Company that such certificates are accurate and complete and that such resolutions are in full force and effect, in each case, as of the date of such acceptance of proceeds; and (c) an opinion of counsel to the Company, in the form attached hereto as Exhibit A.

8.		Covenants of the Company . The Company covenants and agrees that: (a) for the benefit of the Dealer and the holders from time to time of the Notes, the Company will not permit to become effective any amendment, supplement, rider, waiver or consent to the Issuing and Paying Agency Agreement or any document prepared in connection therewith might adversely affect the interests of the holder of any Note then outstanding. The Company will give the Dealer written notice of any such proposed amendment, supplement, rider, waiver or consent at least ten days prior to the effective date thereof and (b) the Company agrees to furnish prior notice to the Dealer of any proposed resignation, termination or replacement of the Issuing and Paying Agent.

Indemnification . (a) The Company will indemnify and hold harmless the Dealer and any affiliate, director, officer, employee or agent of the Dealer and any party who “controls” the Dealer within the meaning of Section 15 of the 1933 Act (each, an “Indemnified Party”) against any and all liabilities, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) (i) arising out of or based upon any allegation that any portions of any Offering Material approved in writing by the Company or any information provided to the Dealer hereunder by the Company specifically for inclusion in the Offering Materials includes an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not apply to the extent that the liability, loss, damages, claims, costs and expenses arise from (1) the inclusion by any Indemnified Party in any Offering Material of statements that have not been approved by the Company pursuant to Section 5 of this Agreement, (2) an untrue statement of a material fact or an omission to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; to the extent that the liability, loss, damages, claims, costs and expenses arise by reason of the failure of the Indemnified Party to provide Offering Materials in connection with the offering of the Notes and such failure of delivery by the Indemnified Party of the Offering Materials would have caused such untrue statement or omission to give rise to such liability, loss, damages, claims, cost or expense.

agrees to indemnify and hold harmless the Dealer against any loss or liability by reason of such approved settlement or judgment.

(c) The Dealer will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities costs and expenses arising out of or are based upon any allegations that written information approved by the Dealer for use in the Offering Material including untrue statements. This indemnity obligation is in addition to any liability that the Dealer will otherwise have. If any claim is brought against the Company, the Dealer shall have the same rights and duties given to the Company and the Company shall have the same rights and duties given to the Dealer by paragraph (b) above.

(d) If the indemnification provided for in this section is unavailable, or insufficient to hold harmless an indemnified party hereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses referred to in Subsection (a) and (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on one hand and the Dealer on the other from the offering of the Notes, or (ii) if the allocation provided in (i) above is not permitted pursuant to applicable law (or to the extent that the contribution allocated is unobtainable from one or more contributing parties), in such proportion as is appropriate to reflect not only the relative benefits referred to in (i) above, but also the relative fault of the Company on the one hand and the Dealer on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as other relevant equitable considerations. The relative benefits received by the Dealer on the one hand and the Company on the other shall be deemed to be in the same proportion as the total net proceeds from the Note offering (before deducting expenses) received by the Company bear to the total fees received by the Dealer. The relative fault of the Company on the one hand and of the Dealer on the other shall be determined by reference to, among other things, whether the claim relates to information in the Offering Materials approved by the Dealer or the Company and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or action that is the basis for the claim.

10.		Compensation . The Dealer shall be entitled to compensation in the amounts mutually agreed upon (orally or in writing) between the Company and the Dealer from time to time.

11.		Notices . All notices required or permitted under the terms and provisions hereof shall be in writing (which shall include facsimile transmission with receipt confirmed) and shall, unless otherwise provided herein, be effective when received at the address specified below or at such other address as shall be specified in a notice furnished hereunder.

If to the Company:


		Harris Corporation 1025 West NASA Boulevard Melbourne, Florida 32919 Attention: Charles J. Greene Tel. No.: (321) 727-9268 Facsimile No.: (321) 727-9648

If to the Dealer:


		Banc of America Securities LLC 600 Montgomery Street CA5-801-15-31 San Francisco, CA 94111 Attention: Money Market Origination Telephone number: (415) 913-3689 Fax number: (415) 913-6288

12.		Miscellaneous . This Agreement is to be delivered and performed, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of New York.

		(a) The Company agrees that any suit, action or proceeding brought by the company against the Dealer in connection with or arising out of this Agreement or the offer and sale of Notes shall be brought solely in federal or state court, located in the Borough of Manhattan, City and State of New York.

		(b) This Agreement may be terminated, at any time, by the Company, upon notice to such effect to the Dealer, or by the Dealer, upon notice to such effect to the Company. Any such termination, however, shall not affect the obligations of the Company under Sections 9 and 10 hereof or the rights or responsibilities of the parties arising prior to the termination of this Agreement.

		(c) This Agreement may not be assigned by the Company without the prior consent of the Dealer and any such assignment without such consent shall be null and void. This Agreement may be assigned or transferred by the Dealer to any affiliate of the Dealer upon at least 30 days prior written notice to the Company.

		(d) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party hereto may execute this Agreement by signing one or more counterparts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


BANC OF AMERICA SECURITIES LLC
By:	/s/ Terry Spenst
	Terry Spenst
	Title: Managing Director


HARRIS CORPORATION
By:	/s/ Charles J. Greene
	Charles J. Greene
	Title:	Vice President Tax and Treasurer

EXHIBIT 10.3

COMMERCIAL PAPER DEALER AGREEMENT

THIS COMMERCIAL PAPER DEALER AGREEMENT, dated as of June 14, 2007, between SUNTRUST CAPITAL MARKETS, INC. (the “Dealer”) and HARRIS CORPORATION (the “Company”).

WHEREAS, the Company desires to issue its short-term promissory notes in the United States commercial paper market,

WHEREAS, the Company has requested the Dealer to act on a non-exclusive basis as a dealer therefor and the Dealer has indicated its willingness to do so on the terms and conditions contained herein,

NOW THEREFORE, the Dealer and the Company hereby agree as follow:

		the Company, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company; (ii) violate any of the terms of the Company’s charter documents or By-laws, or (iii) breach or violate any contract or instrument to which the Company is a party or to which it or its property is bound, or any law or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, to which the Company is subject or by which it or its property is bound which, in the case of any of the foregoing clauses (i) or (iii) would have a material adverse effect on the consolidated financial condition of the Company and its subsidiaries considered as a whole; (e) each Note issued by the Company pursuant to the terms hereof and of the Issuing and Paying Agency Agreement is exempt from the registration requirements of the 1933 Act by reason of Section 3(a)(3) thereof, and neither registration of the Notes under the 1933 Act nor qualification of an indenture under the Trust Indenture Act of 1939, as amended, with respect to the Notes will be required in connection with the offer, issuance, sale or delivery of the Notes in accordance with the terms hereof and of the Issuing and Paying Agency Agreement; (f) the Company is neither an “investment company” nor a “company controlled by an investment company” within the meaning of the Investment Company Act of 1940, as amended; and (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened, against the Company or any of its officers, directors or persons who controls the Company (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended) or to which any property of the Company is subject, which could in any way materially and adversely affect the validity or enforceability of this Agreement, the Issuing and Paying Agency Agreement or the Notes.

5.		Offering Materials . (a) The Company understands that, in connection with the sale of the Notes, certain materials relating to the Company and its affiliates may be prepared (collectively referred to herein as the “Offering Materials”), which are distributed to purchasers and prospective purchasers of the Notes. To provide a basis for the preparation of the Offering Materials and to assist the Dealer’s normal credit review procedures, the Company shall provide the Dealer (if the Dealer is unable to obtain the same on its own) with copies of (i) its most recent reports of the Company on Forms 10-Q and 10-K filed with the Securities and Exchange Commission (“SEC”), (ii) its most recent annual audited financial statements and each interim financial statements or report prepared subsequent thereto, and (iii) other publicly available recent reports, if any, provided to its respective shareholders. In addition, the Company will provide the Dealer with such other publicly available information as the Dealer may reasonably request for the purpose of its on-going credit review of the Company. Dealer agrees that except as required by law, it shall not release any non-public information provided by the Company without the Company’s prior written consent and such information shall remain confidential.

		(b) The Dealer agrees to furnish all Offering Materials to the Company for its written approval prior to the use thereof in offering the Notes. The Dealer shall not use any Offering Materials until it has received written approval from the Company of such Offering Materials, or a limited approval specifying exceptions to the approval. No materials other than the Offering Materials submitted to the Company for approval will be used to offer the Notes. The Company’s approval shall not apply to information not relating to the Company provided by the Dealer for inclusion in the Offering Materials, and the Dealer’s use of Offering Materials containing information not approved by the Company shall constitute the Dealer’s approval of such information. A written approval by the Company shall constitute a representation that the Offering Materials, as to that portion specifically approved, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time during the term of this Agreement, the Company becomes aware of any untrue statement of a material fact or material omission in its Securities and Exchange Commission filings which are incorporated by reference in the Offering Materials, the Company will promptly notify the Dealer to cease trading the Notes.

6.		Repetition of Representations and Warranties . Each sale of Notes by the Company hereunder shall be deemed to be a representation and warranty by it that, as of the date of such sale, (a) the representations, warranties and covenants of the Company contained in Sections 4 and 5(b), are true and correct, and (b) the Issuing and Paying Agent has not resigned, or been terminated or replaced.

7.		Conditions Precedent to Dealer’s Obligations . As conditions precedent to any obligations of the Dealer hereunder, the Company shall furnish to the Dealer the following documents, in form and substance satisfactory to the Dealer: (a) a true and complete copy of the Issuing and Paying Agency Agreement; (b)(i) a certified copy of resolutions, duly adopted by the Board of Directors of the Company authorizing the issuance and sale of the Notes and (ii) a certificate as to the incumbency and signatures of certain officers authorized to act on behalf of the Company; and the acceptance by the Company of proceeds from each sale of Notes hereunder shall be deemed to constitute a representation and warranty by the Company that such certificates are accurate and complete and that such resolutions are in full force and effect, in each case, as of the date of such acceptance of proceeds; and (c) an opinion of counsel to the Company, in the form attached hereto as Exhibit A.

8.		Covenants of the Company . The Company covenants and agrees that: (a) for the benefit of the Dealer and the holders from time to time of the Notes, the Company will not permit to become effective any amendment, supplement, rider, waiver or consent to the Issuing and Paying Agency Agreement or any document prepared in connection therewith might adversely affect the interests of the holder of any Note then outstanding. The Company will give the Dealer written notice of any such proposed amendment, supplement, rider, waiver or consent at least ten days

		prior to the effective date thereof and (b) the Company agrees to furnish prior notice to the Dealer of any proposed resignation, termination or replacement of the Issuing and Paying Agent.

9.		Indemnification . (a) The Company will indemnify and hold harmless the Dealer and any affiliate, director, officer, employee or agent of the Dealer and any party who “controls” the Dealer within the meaning of Section 15 of the 1933 Act (each, an “Indemnified Party”) against any and all liabilities, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) (i) arising out of or based upon any allegation that any portions of any Offering Material approved in writing by the Company or any information provided to the Dealer hereunder by the Company specifically for inclusion in the Offering Materials includes an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not apply to the extent that the liability, loss, damages, claims, costs and expenses arise from (1) the inclusion by any Indemnified Party in any Offering Material of statements that have not been approved by the Company pursuant to Section 5 of this Agreement, (2) an untrue statement of a material fact or an omission to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; to the extent that the liability, loss, damages, claims, costs and expenses arise by reason of the failure of the Indemnified Party to provide Offering Materials in connection with the offering of the Notes and such failure of delivery by the Indemnified Party of the Offering Materials would have caused such untrue statement or omission to give rise to such liability, loss, damages, claims, cost or expense.

		(b) The Dealer shall promptly notify the Company in writing of any action or claim asserted against any Indemnified Party as to which indemnification may be required. The Company shall thereupon assume the defense thereof, including the employment of counsel and the payment of all expenses. The Company shall have no obligation to indemnify against any settlement, costs or expenses incurred prior to the delivery of written notice of a claim to the Company. The Dealer (but not other Indemnified Parties) shall have the right to employ separate counsel and to participate in the defense thereof, but such participation shall be at the Dealer’s expense, unless (i) the Company has specifically authorized in writing the retention of such counsel, (i) the Company has failed to assume the defense and employ counsel after the delivery by the Dealer of written notice as provided above, or (iii) the named parties include the Dealer and the Company, and counsel shall have advised in a written legal opinion that representation of both parties by the same counsel would be prohibited under applicable standards of professional conduct due to actual or potential differing interests between them (in which case the Company shall not assume the defense, provided that Company shall not be responsible for the fees of more than one separate firm of attorneys for all actions arising out of the same general allegations or circumstances in any one

		jurisdiction and such counsel shall be satisfactory to the Company which approval shall not be reasonably withheld). The Company shall not be liable for any settlement of any such action or claim affected without its prior written consent, but if settled with written consent or if there is a final judgment, the Company agrees to indemnify and hold harmless the Dealer against any loss or liability by reason of such approved settlement or judgment.

		(c) The Dealer will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities costs and expenses arising out of or are based upon any allegations that written information approved by the Dealer for use in the Offering Material including untrue statements. This indemnity obligation is in addition to any liability that the Dealer will otherwise have. If any claim is brought against the Company, the Dealer shall have the same rights and duties given to the Company and the Company shall have the same rights and duties given to the Dealer by paragraph (b) above.

		(d) If the indemnification provided for in this section is unavailable, or insufficient to hold harmless an indemnified party hereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses referred to in Subsection (a) and (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on one hand and the Dealer on the other from the offering of the Notes, or (ii) if the allocation provided in (i) above is not permitted pursuant to applicable law (or to the extent that the contribution allocated is unobtainable from one or more contributing parties), in such proportion as is appropriate to reflect not only the relative benefits referred to in (i) above, but also the relative fault of the Company on the one hand and the Dealer on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as other relevant equitable considerations. The relative benefits received by the Dealer on the one hand and the Company on the other shall be deemed to be in the same proportion as the total net proceeds from the Note offering (before deducting expenses) received by the Company bear to the total fees received by the Dealer. The relative fault of the Company on the one hand and of the Dealer on the other shall be determined by reference to, among other things, whether the claim relates to information in the Offering Materials approved by the Dealer or the Company and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the statement or action that is the basis for the claim.

10.		Compensation . The Dealer shall be entitled to compensation in the amounts mutually agreed upon (orally or in writing) between the Company and the Dealer from time to time.

11.		Notices . All notices required or permitted under the terms and provisions hereof shall be in writing (which shall include facsimile transmission with receipt

confirmed) and shall, unless otherwise provided herein, be effective when received at the address specified below or at such other address as shall be specified in a notice furnished hereunder.

If to the Company:


		Harris Corporation 1025 West NASA Boulevard Melbourne, Florida 32919 Attention: Charles J. Greene Tel. No.: (321) 727-9268 Facsimile No.: (321) 727-9648

If to the Dealer:


		SunTrust Capital Markets, Inc. 303 Peachtree Street, 23 ^rd Floor GA-ATL-3924 Atlanta, GA 30308 Attention: Money Market Origination Tel. No.: (404) 588-8445 Facsimile No.: (404) 588-7005

12.		Miscellaneous . This Agreement is to be delivered and performed, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of New York.

		(a) The Company agrees that any suit, action or proceeding brought by the company against the Dealer in connection with or arising out of this Agreement or the offer and sale of Notes shall be brought solely in federal or state court, located in the Borough of Manhattan, City and State of New York.

		(b) This Agreement may be terminated, at any time, by the Company, upon notice to such effect to the Dealer, or by the Dealer, upon notice to such effect to the Company. Any such termination, however, shall not affect the obligations of the Company under Sections 9 and 10 hereof or the rights or responsibilities of the parties arising prior to the termination of this Agreement.

		(c) This Agreement may not be assigned by the Company without the prior consent of the Dealer and any such assignment without such consent shall be null and void. This Agreement may be assigned or transferred by the Dealer to any affiliate of the Dealer upon at least 30 days prior written notice to the Company.

		(d) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party hereto may execute this Agreement by signing one or more counterparts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


SUNTRUST CAPITAL MARKETS, INC.
By:	/s/ Bethany Bowman
	Bethany Bowman
	Vice President

HARRIS CORPORATION
By:	/s/ Charles J. Greene
	Charles J. Greene
	Title:	Vice President Tax and Treasurer

EXHIBIT 99.1

Contact Information :


Sleighton Meyer		Jim Burke
Government Communications Systems		Corporate Headquarters
sleighton.meyer@harris.com		jim.burke@harris.com
321-727-6514		321-727-9131

Harris Corporation Completes Acquisition

of Multimax Incorporated

Acquisition significantly expands company’s technical services business

WASHINGTON, DC/MELBOURNE, FL., June 15, 2007 — Harris Corporation (NYSE:HRS), an international communications and information technology company, has completed its previously announced acquisition of Multimax Incorporated. Privately held Multimax was purchased for $400 million in cash. The company is being combined with Harris Corporation’s technical services business to form a new organization — Harris Information Technology Services. The organization will serve information technology (IT) outsourcing requirements of the U.S. government.

“Government IT is a key growth market for Harris,” said Howard L. Lance, chairman, president and CEO. “We have now almost doubled the resources we are applying to this important market, and expect that opportunities for growth should increase across an expanded customer base. Multimax has a very talented workforce and leadership positions on several key Government-Wide Acquisition Contracts (GWACs) that should open the door for Harris to supply new and existing customers with additional technical services, as well as additional products and systems. The acquisition is complementary to our existing technical services business, provides additional scale, and positions us well to capitalize on the U.S. government market trend for increased outsourcing of IT systems and communications network support services. This is a very exciting expansion of our government service capabilities that also will increase our exposure throughout served government markets.”

“Multimax has a track record of strong revenue growth and excellent profitability, and a pipeline of new business opportunities across Department of Defense and civilian agencies,” said Ted Hengst, president of Harris Information Technology Services. “As part of Harris Information Technology Services, Multimax will continue to provide the same outstanding level of service to its existing customer base that has earned it such a great reputation in the IT market. The combined organization will apply additional scale and resources to maximize the value that Harris Information Technology Services delivers to its customers. We will employ a high level of synergy, energy, and teamwork to underpin the value we bring to customers from day-one.”

Multimax’s latest 12 months pro forma revenue ended March 31, 2007, was $315 million and pro forma operating income was $55 million*. The company has 1,100 employees located primarily at customer

sites supporting a diverse portfolio of mission-critical network infrastructure programs. A large portion of the company’s workforce is technically certified and about 85 percent of its employees have government security clearances.

Customers include the U.S. Navy, Marine Corps, Air Force, Army, Department of Homeland Security, Department of State, Department of Veterans Affairs and the Federal Aviation Administration. Multimax has key positions on major contracts, such as the Navy Marine Corps Intranet (NMCI) program, and GWACs including NETCENTS, EAGLE, ITES-2S and FirstSource. These information technology procurement vehicles are broadly accessible by government agencies.

About Harris Information Technology Services
Headquartered in Falls Church, Virginia, Harris Information Technology Services is a leading provider of mission-critical IT and communications services and support to defense, intelligence, homeland security and civil customers. With 3,000 professionals operating at locations worldwide, Harris Information Technology Services supports large-scale IT programs that encompass the full technology lifecycle, with the highest professional and technical standards.

About Harris Corporation
Harris is an international communications and information technology company serving government and commercial markets in more than 150 countries. Headquartered in Melbourne, Florida, the company has annual revenue of about $4 billion and more than 15,000 employees — including more than 6,000 engineers and scientists. Harris is dedicated to developing best-in-class assured communications ™ products, systems, and services for global markets, including government communications, RF communications, broadcast communications, and wireless transmission network solutions. Additional information about Harris Corporation is available at www.harris.com .

* Multimax Pro forma Revenue and Pro forma Operating Income

The Multimax latest 12 months pro forma revenue and pro forma operating income reflect adjustments from GAAP results to: (i) include the impact of the combination of Multimax Incorporated and Netco Government Services, Inc. as if the combination had occurred as of the beginning of the period presented; and (ii) normalization of the NMCI contract revenue as previously disclosed.

Sound interesting? Find great jobs at Harris: www.careers.harris.com

Forward-Looking Statements
This press release contains forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Statements about the expected value and anticipated benefits of the transaction to Harris are forward-looking and involve risks and uncertainties. Other factors that may impact the company’s results and forward-looking statement may be disclosed in the company’s filings with the SEC. Harris disclaims any intention or obligation, except as imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.