Honeywell 2003 Annual Report Download - page 229

(i) The representations and warranties contained in Section 4.01
are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a
Default.
(e) The Agent shall have received on or before the Effective Date the
following, each dated such day, in form and substance satisfactory to the
Agent:
(i) The Revolving Credit Notes of the Company to the order of the
Lenders to the extent requested by any Lender pursuant to Section
2.17.
(ii) Certified copies of the resolutions of the Board of
Directors of the Company approving this Agreement and the Notes of the
Company, and of all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Agreement and such Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of
the Company certifying the names and true signatures of the officers
of the Company authorized to sign this Agreement and the Notes of the
Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of Gail E. Lehman, Assistant General
Counsel of the Company, substantially in the form of Exhibit F hereto
and as to such other matters as any Lender through the Agent may
reasonably request.
(v) A favorable opinion of Shearman & Sterling LLP, counsel for
the Agent, substantially in the form of Exhibit H hereto.
(vi) Such other approvals, opinions or documents as any Lender,
through the Agent, may reasonably request.
SECTION 3.02. Conditions Precedent to Initial Borrowing. The
obligation of each Lender to make an Advance on the occasion of the initial
Borrowing hereunder is subject to the following conditions precedent:
(a) The Effective Date shall have occurred.
(b) The Company shall have terminated the commitments and paid in full
all outstanding obligations under the Five Year Credit Agreement dated as
of December 2, 1999 among the Company, the lenders parties thereto and
Citibank, as administrative agent, as amended, and each Lender that is a
party to said credit agreement hereby waives any requirement of prior
notice to the termination of commitments or prepayment of obligations under
said credit agreement.
(c) The Company shall have paid all accrued fees and expenses of the
Agent (including the billed fees and expenses of counsel to the Agent).
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