Exhibit 10(C)



 





Exhibit 10(c)




Execution Copy




FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is
made and entered into as of October 18, 2004, by and among HARRIS CORPORATION,
a Delaware corporation (the “Borrower”), the Lenders (as defined below) party
hereto and SUNTRUST BANK, in its capacity as Administrative Agent for the
Lenders (the “Administrative Agent”), as the issuing bank for the letters of
credit (the “L/C Issuer”) and as the swingline lender (the “Swingline Lender”).



WITNESSETH:




     WHEREAS, the Borrower, the several banks and other financial institutions
from time to time party thereto (collectively, the “Lenders”), and the
Administrative Agent are parties to that certain Revolving Credit Agreement,
dated as of October 15, 2003 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”; capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Credit Agreement), pursuant to which the Lenders have made certain
financial accommodations available to the Borrower;



     WHEREAS, the Borrower has requested that the Lenders and the
Administrative Agent amend certain provisions of the Credit Agreement and
subject to the terms and conditions hereof, the Lenders are willing to do so;



     NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of all of which are acknowledged, the Borrower, the Lenders and the
Administrative Agent agree as follows:



     1. Amendments.



     (a) Section 1.01 of the Credit Agreement is hereby amended by deleting
the defined term “Consolidated Tangible Net Worth” in its entirety.



     (b) Section 7.06(a) of the Credit Agreement is hereby amended by
replacing such Section in its entirety with the following:



     7.06(a) Intentionally Omitted.



     2. Conditions to Effectiveness of this Amendment. Notwithstanding any
other provision of this Amendment and without affecting in any manner the
rights of the Lenders hereunder, it is understood and agreed that this
Amendment shall not become effective, and the Borrower shall have no rights
under this Amendment, until the Administrative Agent shall have received (i)
such fees as the Borrower has previously agreed to pay the Administrative Agent
or



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any of its affiliates in connection with this Amendment and (iii) executed
counterparts to this Amendment from the Borrower and the Required Lenders.



     3. Representations and Warranties. To induce the Lenders and the
Administrative Agent to enter into this Amendment, the Borrower hereby
represents and warrants to the Lenders and the Administrative Agent that:



     (a) The execution, delivery and performance by the Borrower of this
Amendment (i) are within the Borrower’s power and authority; (ii) have been
duly authorized by all necessary corporate and shareholder action; (iii) are
not in contravention of any provision of the Borrower’s certificate of
incorporation or bylaws or other organizational documents; (iv) do not violate
any law or regulation, or any order or decree of any Governmental Authority;
(v) do not conflict with or result in the breach or termination of, constitute
a default under or accelerate any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which the
Borrower or any of its Subsidiaries is a party or by which the Borrower or any
such Subsidiary or any of their respective property is bound; (vi) do not
result in the creation or imposition of any Lien upon any of the property of
the Borrower or any of its Subsidiaries; and (vii) do not require the consent
or approval of any Governmental Authority or any other Person (other than the
Required Lenders);



     (b) This Amendment has been duly executed and delivered by the Borrower
and constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms except as the
enforceability hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws affecting creditors’ rights and remedies in general;
and



     (c) After giving effect to this Amendment, the representations and
warranties contained in the Credit Agreement and the other Loan Documents are
true and correct in all material respects, and no Default or Event of Default
has occurred and is continuing as of the date hereof.



     4. Effect
of Amendment. Except as set forth expressly herein, all terms
of the Credit Agreement, as amended hereby, and the other Loan Documents shall
be and remain in full force and effect and shall constitute the legal, valid,
binding and enforceable obligations of the Borrower to the Lenders and the
Administrative Agent. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of the Lenders under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement. This Amendment
shall constitute a Loan Document for all purposes of the Credit Agreement.



     5. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York and all applicable
federal laws of the United States of America.



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     6. No Novation. This Amendment is not intended by the parties to be, and
shall not be construed to be, a novation of the Credit Agreement or an accord
and satisfaction in regard thereto.



     7. Costs
and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and out-of-pocket expenses of outside counsel for the
Administrative Agent with respect thereto.



     8. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, each of which shall be
deemed an original and all of which, taken together, shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of
this Amendment by facsimile transmission or by electronic mail in pdf form
shall be as effective as delivery of a manually executed counterpart hereof.



     9. Binding Nature. This Amendment shall be binding upon and inure to the
benefit of the parties hereto, their respective successors,
successors-in-titles, and assigns.



     10. Entire Understanding. This Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and
shall supersede any prior negotiations or agreements, whether written or oral,
with respect thereto.



[Signature Pages To Follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.



	 	 	 	 	 
	 	 	HARRIS CORPORATION, as Borrower*
	 
	 	 	 	 
	

	 	By:
	 	/s/ Howard L. Lance
	

	 	 	 	
 
	

	 	Name:
	 	Howard L. Lance
	

	 	Title:
	 	Chairman, President and
Chief Executive Officer
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bryan R. Roub
	

	 	 	 	
 
	

	 	Name:
	 	Bryan R. Roub
	

	 	Title:
	 	Senior Vice President &
Chief Financial Officer







* The signatures of two authorized officers are required

[SIGNATURE PAGE TO FIRST AMENDMENT]


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	 	 	LENDERS:
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as Administrative Agent, L/C Issuer and a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ William C. Barr, III
	

	 	 	 	
 
	

	 	Name:
	 	William C. Barr, III
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kevin McMahon
	

	 	 	 	
 
	

	 	Name:
	 	Kevin McMahon
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ David C. Siegel
	

	 	 	 	
 
	

	 	Name:
	 	David C. Siegel
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Chris Osborn
	

	 	 	 	
 
	

	 	Name:
	 	Chris Osborn
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ James Walsh
	

	 	 	 	
 
	

	 	Name:
	 	James Walsh
	

	 	Title:
	 	Managing Director






[SIGNATURE PAGE TO FIRST AMENDMENT]

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	 	 	FLEET NATIONAL BANK, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kevin McMahon
	

	 	 	 	
 
	

	 	Name:
	 	Kevin McMahon
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	HSBC BANK USA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Guy R. Nudd
	

	 	 	 	
 
	

	 	Name:
	 	Guy R. Nudd
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Eric Dybing
	

	 	 	 	
 
	

	 	Name:
	 	Eric Dybing
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	SOCIETE GENERALE, CHICAGO BRANCH, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kimberly A. Metzger
	

	 	 	 	
 
	

	 	Name:
	 	Kimberly A. Metzger
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	WACHOVIA BANK, N.A., as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert Sevin
	

	 	 	 	
 
	

	 	Name:
	 	Robert Sevin
	

	 	Title:
	 	Director






[SIGNATURE PAGE TO FIRST AMENDMENT]


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