Honeywell 2004 Annual Report Download - page 174

(d) On the Effective Date, the following statements shall be true
and the Agent shall have received a certificate signed by a duly
authorized officer of the Company, dated the Effective Date, stating that:
(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 364-Day Credit Agreement dated
as of November 26, 2003 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.
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