EXHIBIT 4.7(c)
This Note is a Global Security within the meaning of the Indenture, referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depositary Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depositary
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED REGISTERED
Principal Amount:
No. AC- [HONEYWELL FINANCE B.V.] $
[HONEYWELL CANADA LIMITED] CUSIP
MEDIUM-TERM NOTE, SERIES A No.
UNCONDITIONALLY GUARANTEED AS TO
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
INTEREST AND ADDITIONAL AMOUNTS BY HONEYWELL INC.
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)
ORIGINAL ISSUE DATE: MATURITY DATE:
OTHER TERMS: REDEMPTION TERMS:
ORIGINAL ISSUE DISCOUNT:
YIELD TO MATURITY: REPAYMENT TERMS:
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
[HONEYWELL FINANCE B.V., a private limited liability company organized
under the laws of The Netherlands] [HONEYWELL CANADA LIMITED, a corporation
incorporated under the laws of the Province of Ontario, Canada] ( (herein called
the "Company", which term includes any successor Person under the (herein
called the "Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to
or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above.
The principal of this Note shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or repayment
or at the Maturity Date, and in such case the overdue principal of this Note
shall bear interest at a rate which is equivalent to the yield to maturity
stated above (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the Maturity Date or the date payment is
due upon acceleration or redemption or repayment, as the case may be, to the
date payment of such principal has been made or duly provided for. Interest on
any overdue principal shall be payable upon demand. Any such interest on any
overdue principal that is not so paid on demand shall bear interest at the same
rate as the interest on the overdue principal (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand. In the
event that the Maturity Date or any applicable Redemption Date or Repayment Date
is not a Business Day, principal otherwise payable on such Maturity Date or any
applicable Redemption Date or Repayment Date will be paid on the next succeeding
Business Day with the same force and effect as if paid on such Maturity Date,
Redemption Date or Repayment Date. Payment of principal and any interest or
premium on this Note will be made in immediately available funds in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
-2-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
[SEAL] [HONEYWELL FINANCE B.V.]
[HONEYWELL CANADA LIMITED]
By
------------------------------------
By:
Its:
Attest
-------------------------------
By:
Its:
Dated:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee
By
----------------------------------
Authorized Officer
-3-
GUARANTEE
For value received, Honeywell Inc., a company incorporated under the laws
of Delaware, having its registered office at Honeywell Plaza, Minneapolis,
Minnesota 55408, U.S.A. (herein called the "Guarantor," which term includes any
successor Person under the Indenture referred to in the Note upon which this
Guarantee is endorsed) hereby unconditionally guarantees to each Holder of a
Note of each series upon which this Guarantee is endorsed and to the Trustee on
behalf of each such Holder, the due and punctual payment of the principal of
(including any amount in respect of original issue discount), premium, if any,
and interest, if any (together with any Additional Amounts payable pursuant to
the terms of such Note), on such Note and the due and punctual payment of the
sinking fund payment, if any, and analogous obligations, if any, provided for
pursuant to the terms of such Note, when and as the same shall become due and
payable, whether at maturity or upon redemption, repayment or upon declaration
or otherwise according to the terms of such Note and of this Indenture (the
"Guaranteed Obligations"). In case of default by [Honeywell Finance B.V. a
private limited liability company organized under the laws of The Netherlands]
[Honeywell Canada Limited a corporation incorporated under the laws of the
Province of Ontario, Canada] (the "Company" which term includes any successor
Person under such Indenture) in the payment of any such principal (including any
amount in respect or original issue discount), premium, interest (together with
any Additional Amounts payable pursuant to the terms of such Note), sinking fund
payment, or analogous obligation, the Guarantor agrees duly and punctually to
pay the same. The Guarantor hereby further agrees that its obligations
hereunder shall be absolute and unconditional irrespective of any extension of
the time for payment of any such Note, any invalidity, irregularity or
unenforceability of any such Note or this Indenture, any failure to enforce the
same or any waiver, modification or indulgence granted to the Company with
respect thereto by the Holder of such Note or the Trustee, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protect or notice with respect to any such Note or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not
be discharged as to any such Note except by payment in full of the principal of
(including any amount payable in respect of original issue discount), premium,
if any, any interest, if any (together with any Additional Amounts payable
pursuant to the terms of such Note), thereon.
The Guarantor further agrees that its Guarantee herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of the Guaranteed
Obligations.
The Guarantor further agrees that it shall not be entitled to, and hereby
irrevocably waives, any right to which it may be entitled, by operation of law
or otherwise, upon making any payment hereunder, to be subrogated in relation to
the
-4-
Holders or the Trustee in respect of any Guaranteed Obligations, or otherwise
to be reimbursed, indemnified or exonerated by or for the account of the
Company in respect thereof. The Guarantor further agrees that, as between
the Guarantor, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Guaranteed Obligations may be accelerated as
provided in Section 502 of the Indenture for the purposes of the Guarantor's
Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations, and
(y) in the event of any declaration of acceleration of such Guaranteed
Obligations as provided in Section 502 of the Indenture, such Guaranteed
Obligations shall forthwith become due and payable by the Guarantor.
The Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing
any rights under Article 1301 of the Indenture.
This Guarantee shall not be valid or become obligatory for any purpose with
respect to a Note until the certificate of authentication on such Note shall
have been signed by or on behalf of the Trustee under the Indenture.
All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.
This Guarantee shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.
Executed and dated the date on the face hereof.
HONEYWELL INC.
By
------------------------------------
Name:
Title:
_____________________
-5-
[REVERSE SIDE OF NOTE]
[HONEYWELL FINANCE B.V.]
[HONEYWELL CANADA LIMITED]
MEDIUM-TERM NOTE, SERIES A
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM,
IF ANY, INTEREST AND ADDITIONAL AMOUNTS BY HONEYWELL INC.
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture dated as of June 1, 1996 (herein called the "Indenture"), between
Honeywell Inc., as Guarantor, Honeywell Finance B.V., Honeywell Canada Limited
and the Chase Manhattan Bank (National Association), as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Maturity Date, interest rate
or method of calculating the interest rate and in other respects as therein
provided may be issued in an unlimited principal amount.
If a Redemption Commencement Date or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified above
under "Other Terms", expressed as percentages of the Amortized Face Amount (as
defined below) of this Note) are set forth above under "Redemption Terms", this
Note is subject to redemption prior to the Maturity Date upon not less than 30
nor more than 60 days' notice by mail to the Person in whose name this Note is
registered at such address as shall appear in the registry books of the Company,
on any Redemption Date so specified or occurring within any period so specified,
as a whole or in part, at the election of the Company. In the event of
redemption of this Note in part only, a new Note of this series and of like
tenor of an authorized denomination for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof. This Note
is not subject to any sinking fund.
If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (unless otherwise specified above under "Other
Terms", expressed as percentages of the Amortized Face Amount of this Note) are
set forth above under "Repayment Terms", this Note is subject to repayment at
the option of the Holder hereof prior to the Maturity Date upon such terms as
are set forth above under "Repayment Terms". In the event of repayment of this
Note in part only, a new Note of
-6-
this series and of like tenor of an authorized denomination for the portion
hereof not repaid will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to this Note shall occur and be
continuing, the Amortized Face Amount of this Note may (subject to the
conditions set forth in the Indenture) be declared due and payable in the manner
and with the effect provided in the Indenture. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on this Note
shall terminate.
The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.
The amount due and payable on this Note in the event that this Note is
redeemed or repaid shall, unless otherwise indicated above under "Other Terms",
be the specified percentage of the Amortized Face Amount of this Note on the day
such payment is due and payable, as determined by the Company.
The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i) the issue price (as defined below) of this Note and (ii) that portion
of the difference between the issue price and the principal amount of this Note
due at the Maturity Date that has been amortized at the Stated Yield (as defined
below) of this Note (computed in accordance with Section 1272(a)(4) of the
Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the
Treasury Regulations regarding original issue discount issued by the Treasury
Department in January 1994 (the "Regulations") in each case as in effect on the
issue date of this Note) at the date as of which the Amortized Face Amount is
calculated, but in no event can the Amortized Face Amount exceed the principal
amount of this Note due at the Maturity Date hereof. As used in the preceding
sentence, the term "issue price" means the principal amount of this Note due at
the Maturity Date hereof less the Original Issue Discount of this Note specified
above. The term "Stated Yield" of this Note means the Yield to Maturity
specified above for the period from the Original Issue Date of this Note
specified above, to the Maturity Date hereof based on the issue price and
principal amount payable at the Maturity Date hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes at the time Outstanding of each series to be
affected and, for certain purposes, without the consent of the Holders of any
Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
-7-
of the Notes of each series at the time Outstanding, on behalf of the Holders
of all Notes of such series, to waive compliance by the Company or the
Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal (and premium, if any) of this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal (and premium, if any)
of this Note is payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series of like tenor of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Note is registered in the
Security Register as the
-8-
owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Note may have such additional or different terms as are set forth
above, under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
_______________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________________Custodian______________________
(Cust) (Minor)
under Uniform Gift to Minors Act
________________________________________________
(State)
Additional abbreviations may be used though not in the above list.
________________________________________________________
-9-
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
/ /________________________________________________________
(Name and address of assignee, including zip code, must
be printed or typewritten)
_______________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the within Company, with full
power of substitution in the premises
Dated _______________ ___________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-10-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at the applicable Repayment Price, together with interest to the Repayment Date,
to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the undersigned elects to have
repaid:_______________________________________________________________;
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the undersigned
for the portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):_____________________________.
Dated _______________ ___________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever.
-11-