Honeywell 2002 Annual Report Download - page 154

EXHIBIT E - FORM OF DESIGNATION LETTER
[DATE]
To each of the Lenders
parties to the
Credit Agreement (as defined
below) and to Citibank, N.A.,
as Agent for such Lenders
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 named
therein, and Citibank, N.A., as Agent for said Lenders (the "Credit Agreement").
For convenience of reference, terms used herein and defined in the Credit
Agreement shall have the respective meanings ascribed to such terms in the
Credit Agreement.
Please be advised that the Company hereby designates its undersigned
Subsidiary, ____________ ("Designated Subsidiary"), as a "Designated Subsidiary"
under and for all purposes of the Credit Agreement.
The Designated Subsidiary, in consideration of each Lender's agreement
to extend credit to it under and on the terms and conditions set forth in the
Credit Agreement, does hereby assume each of the obligations imposed upon a
"Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees
to be bound by the terms and conditions of the Credit Agreement. In furtherance
of the foregoing, the Designated Subsidiary hereby represents and warrants to
each Lenders as follows:
1. The Designated Subsidiary is a corporation duly incorporated,
validly existing and in good standing under the laws of __________________
and is duly qualified to transact business in all jurisdictions in which
such qualification is required.
2. The execution, delivery and performance by the Designated
Subsidiary of this Designation Letter, the Credit Agreement, its Notes and
the consummation of the transactions contemplated thereby, are within the
Designated Subsidiary's corporate powers, have been duly authorized by all
necessary corporate action, and do not and will not cause or constitute a
violation of any provision of law or regulation or any provision of the
charter or by-laws of the Designated Subsidiary or result in the breach of,
or constitute a default or require any consent under, or result in the
creation of any lien, charge or encumbrance upon any of the properties,
revenues, or assets of the Designated Subsidiary pursuant to, any indenture
or other agreement or instrument to which the Designated Subsidiary is a
party or by which the Designated Subsidiary or its property may be bound or
affected.
3. This Designation Agreement and each of the Notes of the Designated
Subsidiary, when delivered, will have been duly executed and delivered, and
this