EXHIBIT 4.7(g)
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
HONEYWELL INC. Principal Amount:
No. BC- MEDIUM-TERM NOTE, SERIES B $
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE) CUSIP
No.
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 INC., a corporation duly organized and existing under the laws
of Delaware (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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
[SEAL] HONEYWELL INC.
By /s/ Paul N. Saleh
------------------------------------
Paul N. Saleh
Vice President and Treasurer
Attest /s/ Sigurd Ueland, Jr.
--------------------------------
Sigurd Ueland, Jr.
Vice President and Secretary
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
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HONEYWELL INC.
MEDIUM-TERM NOTE, SERIES B
(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 August 1, 1994 (herein called the "Indenture"),
between the Company 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 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 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
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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 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 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 Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company 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 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 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.
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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 Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, 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.
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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 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.
__________________________________________
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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.
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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.
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