EXHIBIT 4.1
HONEYWELL INC.
6 5/8% DEBENTURES DUE JUNE 15, 2028
OFFICERS' CERTIFICATE AND COMPANY ORDER
Pursuant to the Indenture dated as of August 1, 1994 (the "Indenture"),
between Honeywell Inc. (the "Company") and The Chase Manhattan Bank (as
successor in interest to The Chase Manhattan Bank, N.A.), as Trustee (the
"Trustee") and resolutions adopted by the Company's Board of Directors on April
15, 1997, this Officers' Certificate is being delivered to the Trustee to
establish the terms of a series of Securities in accordance with Section 301 of
the Indenture, to establish the form of the Securities of such series in
accordance with Section 201 of the Indenture, to request the authentication and
delivery of the Securities of such series pursuant to Section 303 of the
Indenture and to comply with the provisions of Section 102 of the Indenture.
All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities and (ii) the forms of such series of
Securities have been complied with.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.
A. ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF INDENTURE.
There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title 6 5/8% Debentures
due June 15, 2028 (hereinafter referred to as the ("Debentures").
(2) The aggregate principal amount of the Debentures to be issued
pursuant to this Officers' Certificate and Company Order shall be limited to
$250,000,000 (except for Debentures authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other
Debentures of such series pursuant to Section 304, 305, 306, 906 or 1107 of the
Indenture and except for any Debentures which, pursuant to Section 303 of the
Indenture, are deemed never to have been authenticated and delivered
thereunder).
(3) Interest will be payable to the Person in whose name a Debenture (or
any Predecessor Security) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable on the Maturity Date of
the Debentures shall be payable to the Person to whom principal shall be
payable.
(4) The date on which the principal of the Debentures is due and payable
shall be June 15, 2028.
(5) The Debentures shall bear interest at the rate of 6 5/8% per annum
(based upon a 360-day year of twelve 30-day months), from and including June 15,
1998, or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semiannually on June 15 and December 15 in each year, commencing December 15,
1998, until the principal thereof is paid or made available for payment. Each
such June 15 or December 15 shall be an "Interest Payment Date" for the
Debentures, and each June 1 or December 1 (whether or not a Business Day), as
the case may be, next preceding an Interest Payment Date shall be the "Regular
Record Date" for the interest payable on such Interest Payment Date.
(6) Principal of and interest on the Debentures will be payable, and,
except as provided in Section 305 of the Indenture with respect to any Global
Security (as defined below), the transfer of the Debentures will be registrable
and Debentures will be exchangeable for Debentures bearing identical terms and
provisions at the corporate trust office of The Chase Manhattan Bank (as
successor in interest to The Chase Manhattan Bank, N.A.) (the "Paying Agent"),
in the Borough of Manhattan, The City of New York.
(7) The Debentures shall not be subject to redemption.
(8) The Company shall not be obligated to redeem or purchase any
Debentures pursuant to any sinking fund or analogous provisions or at the option
of any Holder.
(9) Debentures may be issued only in fully registered form and the
authorized denomination of the Debentures shall be $1,000 and any integral
multiple of $1,000 in excess thereof.
(10) The Debentures shall be denominated, and payments of principal of
and interest on the Debentures will be made, in United States dollars.
(11) The Debentures shall be subject to the events of default specified
in Section 501, paragraphs (1) through (7), of the Indenture.
(12) The portion of the principal amount of the Debentures which shall be
payable upon declaration of acceleration of maturity thereof shall not be other
than the principal amount thereof.
(13) Each Debenture will be represented by a global security (a "Global
Security") registered in the name of a nominee of the Depositary. The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the Indenture, Debentures will not be issuable in definitive form and
will not be exchangeable or transferable. So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary or its
nominee, as the case may be, will be considered the sole Holder of the
Debentures represented by such Global Security for all purposes under the
Indenture and the Debentures.
(14) The defeasance provisions set forth in Sections 403 and 1009 of the
Indenture shall apply to the Debentures.
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(15) The Debentures shall have such other terms and provisions as are
provided in the form set forth in Exhibit A hereto.
B. ESTABLISHMENT OF DEBENTURE FORM PURSUANT TO SECTION 201 OF
INDENTURE.
It is hereby established pursuant to Section 201 of the Indenture that the
Global Security representing the Debentures shall be substantially in the form
attached as Exhibit A hereto.
C. ORDER FOR THE AUTHENTICATION AND DELIVERY OF DEBT SECURITIES
PURSUANT TO SECTION 303 OF THE INDENTURE. It is hereby ordered pursuant to
Section 303 of the Indenture that the Trustee authenticate, in the manner
provided by the Indenture, a Debenture in the aggregate principal amount of
$250,000,000 registered in the name of Cede & Co., which Debenture has been
heretofore duly executed by the proper officers of the Company and delivered to
you as provided in the Indenture, and to deliver said authenticated Debentures
to The Depository Trust Company on or before 9:30 a.m. on June 15, 1998.
D. OTHER MATTERS.
Attached as Exhibit B hereto are true and correct copies of resolutions
duly adopted by the Board of Directors of the Company at a meeting duly called
and held on April 15, 1997, at which a quorum was present and acting throughout;
such resolutions have not been further amended, modified or rescinded and remain
in full force and effect; and such resolutions (together with this Officers'
Certificate) are the only resolutions or other action adopted by the Company's
Board of Directors or any committee thereof or by any Authorized Officers
relating to the offering and sale of the Debentures.
The undersigned have read the pertinent sections of the Indenture including
the related definitions contained therein. The undersigned have examined the
resolutions adopted by the Board of Directors of the Company and the
authorizations adopted by the Committee of the Board of Directors. In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii)
authentication of such series of Securities, contained in the Indenture have
been complied with. In the opinion of the undersigned, such conditions have
been complied with.
Dated: June 10, 1998 HONEYWELL INC.
/s/Betty A. Beaty
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Betty A. Beaty
Vice President and Treasurer
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/s/Larry W. Stranghoener
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Larry W. Stranghoener
Vice President and Chief Financial
Officer
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