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                                                                    EXHIBIT 10.5


                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT

         This Amendment (this "Amendment") is entered into as of November 4,
1999 by and among LANIER WORLDWIDE, INC., a Delaware corporation (the
"Company"), one or more Subsidiaries of the Company (whether now existing or
hereafter formed, collectively referred to herein as the "Subsidiary
Borrowers"), the institutions from time to time parties hereto as Lenders, ABN
AMRO BANK N.V. in its capacity as administrative agent (the "Administrative
Agent") for itself and the other Lenders, SUNTRUST BANK, ATLANTA, as Syndication
Agent (the "Syndication Agent"), and WACHOVIA BANK N.A., as Documentation Agent
(the "Documentation Agent").

                                    RECITALS

         A.       The Borrowers, the Agents and certain Lenders (the "Existing
Lenders") are party to that certain 364-Day Credit Agreement dated as of October
20, 1999 (the "Credit Agreement"). Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement.

         B.       The Borrowers, the Agents and the Existing Lenders wish to
amend the Credit Agreement on the terms and conditions set forth below.

         C.       The Lenders which are not Existing Lenders wish to become
parties to the Credit Agreement.

         Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

         1.       Amendment to Credit Agreement. Upon the "Effective Date" (as
defined below), the Credit Agreement shall be amended as follows:

                  (a)      Section 1.1 of the Credit Agreement is amended by
deleting the definitions of "Dividend", "Lenders" and "Required Lenders" and
replacing them with the following definitions:

         "'DIVIDEND' means the cash distribution of approximately $568,000,000
         (which amount gives effect to a positive cash adjustment of
         approximately $23,000,000 in favor of the Company pursuant to the
         Spin-Off Materials) to be paid by the Company to Harris in connection
         with the Spin-Off. Notwithstanding anything in this Agreement to the
         contrary, (i) such distribution may take the form of a redemption by
         the Company of shares in the Company held by Harris in exchange for
         cash or promissory notes in the approximate amount of $568,000,000
         followed by the repayment or redemption of such notes in full for cash
         on the Closing Date and (ii) such transactions shall not be deemed to
         give rise to a Default or Unmatured Default or to result in any
         representation or warranty of the Borrowers in any Loan Document being
         untrue or incorrect."

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         "'LENDERS' means the lending institutions listed on the signature pages
         of Amendment No. 1 to this Agreement, dated as of November 4, 1999, and
         their successors and assigns."

         "'REQUIRED LENDERS' means Lenders hereunder whose Pro Rata Shares, in
         the aggregate, are at least fifty-one percent (51%); provided,
         however, that solely with respect to any waiver or amendment of the
         provisions of Section 7.4, until such time as the aggregate amount of
         Revolving Loan Commitments hereunder and "Commitments" under the 5-Year
         Credit Agreement of the Agents (in their individual capacities) and
         their Affiliates are $330,000,000 or less, "Required Lenders" shall
         mean Lenders hereunder whose Pro Rata Shares, in the aggregate, are at
         least sixty-six and two-thirds percent (66-2/3%)."

                  (b)      Section 1.1 of the Credit Agreement is amended by
deleting the words "LaSalle Bank National Association" contained in the
definition of "Prime Rate" and replacing such words with the word "ABN."

                  (c)      Section 2.20 of the Credit Agreement is amended by
deleting the reference to Section 11.7 where it appears in the last sentence
thereof and replacing it with a reference to Section 11.6.

                  (d)      Section 5.1(C) of the Credit Agreement is amended in
its entirety to read as follows:

         "(C) Copies of the Certificate of Incorporation or equivalent document
         of each of the Loan Parties, together with all amendments thereto and,
         to the extent applicable, a certificate of good standing, all certified
         by the appropriate governmental officer in its jurisdiction of
         incorporation (or, in the case of Lanier Europe AG, as may otherwise be
         satisfactory to the Administrative Agent)."

                  (e)      Section 5.1(O) of the Credit Agreement is deleted in
its entirety and replaced with the following:

         "(O) The Agents, Lenders and/or their Affiliates shall have received
         all fees and expenses, including fees and expenses of Winston & Strawn,
         required to be paid on or before the Closing Date (including, without
         limitation, the commitment fees provided for in Section 2.15(C) of this
         Agreement, which fees, with respect to the period prior to the
         effectiveness of Amendment No. 1 to this Agreement, shall be solely for
         the account of the Lenders signatory to the Agreement as of October 20,
         1999)."

                  (f)      Section 6.22(F) of the Credit Agreement is amended by
adding the words "(other than any Subsidiary Borrower that shall be a Subsidiary
Borrower as of the original date of this Agreement)" immediately after the first
reference to "Subsidiary Borrower" contained in such Section.


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                  (g)      Section 7.2(N) of the Credit Agreement is amended by
deleting therefrom the words "364-Day Credit Agreement" and replacing them with
the words "5-Year Credit Agreement."

                  (h)      Section 7.3(D) of the Credit Agreement is amended by
deleting clause (vii) thereof in its entirety and replacing such clause with the
following: "(vii) Indebtedness incurred in connection with a securitization to
the extent such transaction is otherwise permitted pursuant to Section 7.3(A)."

                  (i)      Section 8.1(D)(i) of the Credit Agreement is amended
by deleting therefrom the words "arising under the 5-Year Agreement aggregating
in excess of $10,000,000" and replacing them with the words "in excess of
$10,000,000 or any Indebtedness arising under the 5-Year Credit Agreement."

                  (j)      Section 9.2(v) of the Credit Agreement is amended by
adding the words "or any Guaranty" to the end of such Section.

                  (k)      Section 9.2(vi) of the Credit Agreement is deleted in
its entirety and replaced with the following:

         "(vi)    Release the Company or any Guarantor from any of its
         obligations under the Guaranty set forth in Article X hereof or any
         other Guaranty."

                  (l)      Section 9.2 of the Credit Agreement is amended by
adding the following clauses (viii) and (ix) immediately after clause (vii) in
such Section:

         "(viii)  Release all or any substantial portion of the collateral
         pledged pursuant to the Pledge Agreements.

         (ix)     Release any Subsidiary from any of its obligations under
         Section 3 of the Subordination Agreement."

                  (m)      Section 10.7 of the Credit Agreement is amended by
deleting the word "earlier" in such Section and replacing it with the word
"later."

                  (n)      Exhibits A and F to the Credit Agreement are deleted
in their entirety and replaced with Exhibits A and F, respectively, attached to
this Amendment.

                  (o)      Appendix I to Exhibit D to the Credit Agreement is
amended by deleting each reference to "135 South LaSalle Street" where it
appears therein and replacing each such reference with a reference to "135 South
LaSalle Street, Suite 625."

                  (p)      Exhibit G-1 of the Credit Agreement is amended by
deleting Section 10 thereof and replacing it with the following:


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         "Subject to the provisions of Section 8, this Guaranty shall continue
         in effect until the Credit Agreement has terminated, the Guaranteed
         Debt has been paid in full and the other conditions of this Guaranty
         have been satisfied; provided, however, that this Guaranty shall
         automatically and without further action by any party terminate as to
         any Guarantor at such time as the Company ceases to have any direct or
         indirect equity interest in such Guarantor as a consequence of a
         transaction which is otherwise permitted by the Credit Agreement."

         2.       Representations and Warranties of the Borrowers. Each Borrower
represents and warrants that:

                  (a)      Such Borrower has the requisite power and authority
and legal right to execute and deliver this Amendment and to perform its
Obligations hereunder. The execution and delivery by such Borrower of this
Amendment and the performance of its obligations hereunder have been duly
authorized by proper proceedings, and this Amendment constitutes a legal, valid
and binding obligation of such Borrower enforceable against such Borrower in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or similar law affecting the enforcement of creditors'
rights generally;

                  (b)      Each of the representations and warranties contained
in the Credit Agreement is true and correct in all material respects on and as
of the date hereof as if made on the date hereof; and

                  (c)      After giving effect to this Amendment, no Default or
Unmatured Default has occurred and is continuing.

         3.       Effective Date. Section 1 of this Amendment shall become
effective upon the execution and delivery hereof by the Borrowers, the Agents
and all the Lenders (the "Effective Date").

         4.       Reference to and Effect Upon the Credit Agreement.

                  (a)      Except as specifically amended above, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.

                  (b)      The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
Agent or Lender under the Credit Agreement or any Loan Document, nor constitute
a waiver of any provision of the Credit Agreement or any Loan Document, except
as specifically set forth herein. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof ",
"herein" or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.

         5.       Costs and Expenses. Each Borrower hereby affirms its
obligation under Section 11.6 of the Credit Agreement to reimburse the
Administrative Agent for all reasonable costs and out-of-pocket expenses
(including reasonable attorneys' and paralegals' fees and time charges of


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attorneys and paralegals for the Administrative Agent) paid or incurred by the
Administrative Agent in connection with the preparation, negotiation, execution,
delivery, syndication, review, proposed or completed amendment, waiver or
modification, and administration of the Loan Documents.

         6.       GOVERNING LAW. ANY DISPUTE BETWEEN ANY BORROWER AND THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (BUT WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

         7.       Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

         8.       Counterparts. This Amendment may be executed in an y number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.

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

LANIER WORLDWIDE, INC., as the Company

By:
         Name:
         Title:

LANIER EUROPE AG, as a Subsidiary Borrower

By:
         Name:
         Title:

LANIER EUROPE B.V., as a Subsidiary Borrower

By:
         Name:
         Title:


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LANIER HOLDINGS, INC., as a Subsidiary Borrower

By:
         Name:
         Title:

LANIER PUERTO RICO, INC., as a Subsidiary Borrower

By:
         Name:
         Title:

ABN AMRO BANK N.V., as Administrative Agent and Lender

By:
         Name:
         Title:

SUNTRUST BANK, ATLANTA, as Syndication Agent and Lender

By:
         Name:
         Title:

WACHOVIA BANK N.A., as Documentation Agent and Lender

By:
         Name:
         Title:

FIRST UNION NATIONAL BANK., as Lender

By:
         Name:
         Title:

BANK ONE, NA, as Lender

By:
         Name:
         Title:

BANCO POPULAR DE PUERTO RICO, as Lender

By:
         Name:
         Title:


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BANK OF MONTREAL, as Lender

By:
         Name:
         Title:

THE BANK OF NEW YORK, as Lender

By:
         Name:
         Title:

THE BANK OF NOVA SCOTIA, as Lender

By:
         Name:
         Title:

THE BANK OF TOKYO-MITSUBISHI LTD., as Lender

By:
         Name:
         Title:

BANQUE NATIONALE DE PARIS, as Lender

By:
         Name:
         Title:

CREDIT SUISSE FIRST BOSTON, as Lender

By:
         Name:
         Title:

DRESDNER BANK LATEINAMERIKA AKTIENGESELLSCHAFT, MIAMI AGENCY, as Lender

By:
         Name:
         Title:


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FIRSTAR BANK N.A., as Lender

By:
         Name:
         Title:

THE MITSUBISHI TRUST AND BANKING CORPORATION, as Lender

By:
         Name:
         Title:

REGIONS BANK, as Lender

By:
         Name:
         Title:

BANCA DI ROMA, NEW YORK BRANCH, as Lender

By:
         Name:
         Title:

ERSTE BANK, NEW YORK BRANCH, as Lender

By:
         Name:
         Title:

HIBERNIA NATIONAL BANK, as Lender

By:
         Name:
         Title:

COMERICA BANK, as Lender

By:
         Name:
         Title:

IBM CREDIT CORPORATION, as Lender

By:
         Name:
         Title:


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