Honeywell 2002 Annual Report Download - page 151

Morristown, New Jersey 07960
Attention: Treasurer
Citibank, N.A.,
as Agent
Two Penns Way
New Castle, Delaware 19720
Attention: Bank Loan Syndication
Ladies and Gentlemen:
Reference is made to the 364-Day Credit Agreement dated as of November
27, 2002 among Honeywell International Inc. (the "Company"), the Lenders parties
thereto, and Citibank, N.A. as Agent (the "Credit Agreement"; terms defined
therein being used herein as therein defined), for such Lenders.
The undersigned ("Assuming Lender") proposes to become an Assuming
Lender pursuant to Section 2.16 of the Credit Agreement and, in that connection,
hereby agrees that it shall become a Lender for purposes of the Credit Agreement
on [applicable Extension Date], assuming on such date the Commitment (without
giving effect to assignments thereof which have not yet become effective and
without regard to any Competitive Bid Commitment Reduction) as in effect on
[applicable Extension Date] of [name of applicable Non-Consenting Lender] (the
"Assignor") in the amount of $____________ and the Advances (without giving
effect to assignments thereof which have not yet become effective) owing to the
Assignor on [applicable Extension Date] in the amount of [indicate amounts and
currencies of various assigned Advances].
The Assignor (i) represents and warrants that as of the date hereof
its Commitment (without giving effect to assignments thereof which have not yet
become effective and without regard to any Competitive Bid Commitment Reduction)
is $______ and the outstanding principal amount of Advances owing to it (without
giving effect to assignments thereof which have not yet become effective) (A) in
Dollars is $______, (B) in lawful currency of Japan is 'Y'____, (C) in lawful
currency of the United Kingdom of Great Britain and Northern Ireland is
'L' ____, (D) in Euros is 'E' ____ [, and (F) indicate amounts of Advances
in other Foreign Currencies, if any]; (ii) represents and warrants that it is
the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (iii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other instrument or document furnished pursuant thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; and (iv) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or any
other Borrower or the performance or observance by the Company or any other
Borrower
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