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Honeywell 2003 Annual Report Download - page 281

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The undersigned hereby certifies that the conditions precedent to this

Revolving Credit Borrowing set forth in Section 3.04 of the Credit Agreement

have been satisfied and the applicable statements contained therein are true on

the date hereof, and will be true on the date of the Proposed Revolving Credit

Borrowing.

Very truly yours,

[NAME OF BORROWER]

By

-----------------------------

Name:

Title:

2