Honeywell 2002 Annual Report Download - page 176

"Major Currencies" means lawful currency of the United Kingdom of
Great Britain and Northern Ireland, lawful currency of Japan and Euros.
(i) The definition of "Merger Agreement" in Section 1.01 is deleted in
full.
(j) The definition of "Reference Banks" in Section 1.01 is amended in
full to read as follows:
"Reference Banks" means Citibank, Bank of America, N.A., JPMorgan
Chase Bank and Deutsche Bank AG New York Branch.
(k) Section 2.13(e) is amended in by replacing the phrase "1001 or
4224" with the phrase "W-8ECI or W-8BEN" in both places where such phrase
appears.
(l) Section 4.01(o) is deleted in full.
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, the Agent
shall have received counterparts of this Amendment executed by the Company and
the Required Lenders or, as to any of the Lenders, advice satisfactory to the
Agent that such Lender has executed this Amendment. This Amendment is subject to
the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Company . The Company
represents and warrants as follows:
(a) Each of the representations and warranties set forth in
Section 4.01 of the Credit Agreement (except the representations set forth
in the last sentence of subsection (e) thereof and in subsections (f),
(h)-(l) and (n) thereof), as amended hereby, are true and correct as of the
date hereof.
(b) The execution, delivery and performance by the Company of
this Amendment and the Credit Agreement and the Notes, as amended hereby,
to which it is or is to be a party are within the Company'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 Certificate of Incorporation or By-Laws
of the Company 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 Company
pursuant to, any indenture or other agreement or instrument to which the
Company is a party or by which the Company or its property may be bound or
affected.
(c) No authorization, consent or approval (including any exchange
control approval), license or other action by, and no notice to or filing
or registration with, any governmental authority, administrative agency or
regulatory body or any other third party is required for the due execution,
delivery and performance by the Company of this Amendment or the Credit
Agreement or the Notes, as amended hereby, to which it is or is to be a
party.