Honeywell 2005 Annual Report Download - page 244

Exhibit 10.24
EXHIBIT A-1 - FORM OF
PROMISSORY NOTE
Dated: _______________, 200_
FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a _________________________ corporation (the "Borrower"),
HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the
Termination Date (each as defined in the Credit Agreement referred to below) the aggregate principal amount of the Advances made by the Lender to the
Borrower pursuant to the 364-Day Credit Agreement dated as of September 9, 2005 among Honeywell International Inc., the other Borrowers parties thereto,
the Lender and certain other lenders parties thereto, and Citibank, N.A., Canadian Branch, as Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on such date.
The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.
Both principal and interest in respect of each Advance (i) in US Dollars are payable in such currency at the Agent's Account in same day funds
and (ii) in Canadian Dollars are payable in such currency at the Agent's Account in same day funds. Each Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note.
This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time
outstanding the Canadian Dollar amount first above mentioned or the Equivalent thereof in US Dollars, the indebtedness of the Borrower resulting from each
such Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Canadian Dollar Equivalent of Advances denominated in
US Dollars and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.
The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such rights.