Honeywell 2005 Annual Report Download - page 251

Exhibit 10.24
EXHIBIT C - FORM OF
ASSIGNMENT AND ACCEPTANCE
Dated: _____________
Reference is made to the 364-Day Credit Agreement dated as of September 9, 2005 (as amended or modified from time to time, the "Credit
Agreement") among Honeywell International Inc., a Delaware corporation (the "Company"), the Borrowers parties thereto, the Lenders (as defined in the
Credit Agreement), and Citibank, N.A., Canadian Branch, 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 equal to the percentage interest specified on Schedule 1 hereto of the
outstanding rights and obligations under the Credit Agreement set forth on Schedule 1 hereto. After giving effect to such sale and assignment, the Assignee's
Commitment and the amount of the 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 the Company or any Borrower or the performance or
observance by the Company or any Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant
thereto; [and (iv) attaches the Note held by the Assignor and requests that the Agent obtain from each Borrower a new Note payable to the order of the
Assignee with respect to the aggregate principal amount of the 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