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Honeywell 2004 Annual Report Download - page 235

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Designation Letter, the Credit Agreement and each of the Notes of the

Designated Subsidiary, when delivered, will constitute a legal, valid and

binding obligation of the Designated Subsidiary enforceable against the

Designated Subsidiary in accordance with their respective terms except to

the extent that such enforcement may be limited by applicable bankruptcy,

insolvency and other similar laws affecting creditors' rights generally.

4. There is no action, suit, investigation, litigation or proceeding

including, without limitation, any Environmental Action, pending or to the

knowledge of the Designated Subsidiary Threatened affecting the Designated

Subsidiary before any court, governmental agency or arbitration that (i)

is reasonably likely to have a Material Adverse Effect, or (ii) purports

to effect the legality, validity or enforceability of this Designation

Letter, the Credit Agreement, any Note of the Designated Subsidiary or the

consummation of the transactions contemplated thereby.

5. No authorizations, consents, approvals, licenses, filings or

registrations by or with any governmental authority or administrative body

are required in connection with the execution, delivery or performance by

the Designated Subsidiary of this Designation Letter, the Credit Agreement

or the Notes of the Designated Subsidiary except for such authorizations,

consents, approvals, licenses, filings or registrations as have heretofore

been made, obtained or effected and are in full force and effect.

6. The Designated Subsidiary is not, and immediately after the

application by the Designated Subsidiary of the proceeds of each Advance

will not be, (a) an "investment company" within the meaning of the

Investment Company Act of 1940, as amended, or (b) a "holding company"

within the meaning of the Public Utility Holding Company Act of 1935, as

amended.

Very truly yours,

HONEYWELL INTERNATIONAL INC.

By _________________________

Name:

Title:

[THE DESIGNATED SUBSIDIARY]

By__________________________

Name:

Title:

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