Honeywell 2003 Annual Report Download - page 284

EXHIBIT C - FORM OF
ASSIGNMENT AND ACCEPTANCE
Dated: _____________
Reference is made to the Five Year Credit Agreement dated as of
November 26, 2003 (as amended or modified from time to time, the "Credit
Agreement") among Honeywell International Inc., a Delaware corporation (the
"Borrower"), the Lenders (as defined in the Credit Agreement), and Citibank,
N.A., as agent (the "Agent") for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.
____________ (the "Assignor") and ____________ (the "Assignee") agree
as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Competitive Bid Advances and Competitive Bid
Notes) equal to the percentage interest specified on Schedule 1 hereto of the
outstanding rights and obligations under the Credit Agreement (including, in the
case of an assignment of any Revolving Credit Commitment, participations in
Letters of Credit held by the Assignor on the date hereof) set forth on Schedule
1 hereto. After giving effect to such sale and assignment, the Assignee's
Revolving Credit Commitment and Letter of Credit Commitment and the amount of
the Revolving Credit Advances in each relevant currency owing to the Assignee
will be as set forth on Schedule 1 hereto.
2. The Assignor (i) 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; (ii) 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, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of any Borrower or the performance or observance by such Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; [and (iv) attaches the Revolving Credit
Note held by the Assignor and requests that the Agent obtain from the Borrower a
new Revolving Credit Note payable to the order of the Assignee with respect to
the aggregate principal amount of the Revolving Credit Advances assumed by such
Assignee pursuant hereto, substantially in the form of Exhibit A-1 to the Credit
Agreement].
3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based