EXHIBIT 4.7(a)
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 FINANCE B.V.] Principal Amount:
No. AA- [HONEYWELL CANADA LIMITED] $
MEDIUM-TERM NOTE, SERIES A CUSIP
UNCONDITIONALLY GUARANTEED AS TO No.
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
INTEREST AND ADDITIONAL AMOUNTS BY HONEYWELL INC.
(GLOBAL FIXED RATE NOTE)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS: REPAYMENT TERMS:
[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 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 or, together with any premium thereon, upon
any applicable Redemption Date or Repayment Date, and to pay interest thereon
from the Original Issue Date shown above or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, on each _______ and _______ or such other dates, if any, as are
specified under "Other Terms" above (the "Interest Payment Dates"),
commencing with the Interest Payment Date immediately following the Original
Issue Date, at the rate per annum equal to the Interest Rate shown above,
until the principal hereof is paid or made available for payment; provided,
however, that if the Original Issue Date is after a Regular Record Date and
on or before the immediately following Interest Payment Date interest
payments will commence on the Interest Payment Date following the next
succeeding Regular Record Date. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will as provided in the
Indenture be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall, unless otherwise specified under
"Other Terms" above, be the first calendar day (whether or not a Business
Day) of the month in which such Interest Payment Date occurs; provided,
however, that interest payable on the Maturity Date of this Note or any
applicable Redemption Date or Repayment Date that is not an Interest Payment
Date shall be payable to the Person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder hereof on such Regular Record Date and may
be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holder of this Note not less than 10 days prior
to such Special Record Date. In the event that any Interest Payment Date or
the Maturity Date or any applicable Redemption Date or Repayment Date is not
a Business Day, the interest and, with respect to the Maturity Date or any
applicable Redemption Date or Repayment Date, principal otherwise payable on
such date will be paid on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date, Maturity Date,
Redemption Date or Repayment Date. Payment of the principal of (and premium,
if any) and interest on this Note will be made 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. Payment of the principal of (and
premium, if any) and interest on this Note due on the Maturity Date or any
applicable Redemption Date or Repayment Date will be made in immediately
available funds upon presentation of this Note. Interest on this Note shall
be computed on the basis of a 360-day year of twelve 30-day months.
If a Redemption Commencement Date or periods within which Redemption
Dates may occur and the related Redemption Prices (expressed as percentages
of the principal amount of this Note) are set forth above under "Redemption
Terms", this Note is subject to redemption, in whole or in part, at the
option of the Company prior to the Maturity Date upon not less than 30 nor
more than 60 days' notice.
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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 identified below, by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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
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Name:
Title:
Attest
-----------------------------------
Name:
Title:
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
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Authorized Officer
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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
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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:
_____________________
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[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 FIXED RATE 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 (expressed as percentages
of the principal amount 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, at the applicable Redemption Price so specified, together in the
case of any such redemption with accrued interest to the Redemption Date,
provided, however, that installments of interest whose Stated Maturity is on
or prior to such Redemption Date will be payable to the Holder of this Note
(or one or more predecessor Notes) at the close of business on the relevant
Regular Record Dates referred to above, all as provided in the Indenture. 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 (expressed as percentages of the principal
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
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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 Notes of this series shall occur
and be continuing, the principal of all the Notes 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.
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 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 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 and 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.
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 of (and premium, if any) and
interest on 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 of (and
premium, if any) and interest on this Note are 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 and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
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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 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 meanings assigned to them in the Indenture.
_____________________
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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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