AMONG HONEYWELL INC., as the Borrower

$650,000,000

REVOLVING CREDIT AGREEMENT

dated as of January 30, 1997

AMONG

HONEYWELL INC.,
as the Borrower

THE BANKS PARTY HERETO,

THE CHASE MANHATTAN BANK, as Administrative Agent

and

▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
as Documentation Agent

-----------------------------------

Arranged by:

Chase Securities, Inc.

and

▇.▇. ▇▇▇▇▇▇ Securities Inc.,
as Co-Arrangers
2

REVOLVING CREDIT AGREEMENT

REVOLVING CREDIT AGREEMENT (this "Agreement") dated as of January 30, 1997
among HONEYWELL INC., a Delaware corporation ("Honeywell"), THE CHASE MANHATTAN
BANK and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK (the "Banks"), THE CHASE
MANHATTAN BANK, as Administrative Agent and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent.

WHEREAS, Honeywell wishes to have a $650,000,000 revolving credit facility
to finance its acquisition of Measurex Corporation and for general corporate
purposes; and

WHEREAS, the Banks are willing to provide such a revolving credit facility
on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1. DEFINITIONS

(a) The following definitions shall apply to this Agreement:

"Borrower" means Honeywell.

"Commencement Date" means January 30, 1997.

"Commitment Amount" means, with respect to each Bank, $325,000,000 (as
such amount may be reduced from time to time pursuant to Subsection 2.2).

"Eurocurrency" means Eurodollars.

"Eurocurrency Loan" means a Loan of Eurodollars.

"Existing Agreements" means (i) the Revolving Credit Agreement among
Honeywell Inc., Honeywell Finance Inc. and The Chase Manhattan Bank dated
as of October 1, 1995 and (ii) the Revolving Credit Agreement among
Honeywell Inc., Honeywell Finance Inc. and ▇▇▇▇▇▇ Guaranty Trust Company
of New York dated as of October 1, 1995.

"Expiration Date" means January 29, 1998.

"Facility Fee" means the amount to be calculated pursuant to
Subsection 2.2 and paid by Honeywell to each Bank, in consideration for its
Commitment.

1
3

"Loan" means any advance of money by a Bank to Honeywell pursuant to
this Agreement and includes Eurocurrency Loans, Base Rate Loans and any
other type of loan agreed upon by the relevant Bank and Honeywell.

"Term" means, with respect to each Bank, the period of time commencing
on the Commencement Date and terminating on the earliest of: (i) the
Expiration Date; (ii) any date on which such Bank's Commitment Amount
shall have been reduced to zero as a result of written notice delivered by
Honeywell to such Bank pursuant to Subsection 2.2 hereof; or (iii) any date
on which such Bank's Commitment is terminated as a result of an Event of
Default pursuant to Section 9 of its Existing Agreement as incorporated by
reference herein.

(b) Unless otherwise defined above, terms defined in each Existing
Agreement have, for purposes hereof, the meanings specified therein.

SECTION 2. COMMITMENTS; FEES

2.1. Committed and Uncommitted Loans. Each Bank agrees, on the terms
hereinafter set forth, to make Loans to Honeywell during the Term in an
aggregate principal amount up to, but not exceeding, at any one time
outstanding such Bank's Commitment Amount. In addition, each Bank may offer to
make Loans to Honeywell during the Term, on the terms hereinafter set forth, in
an aggregate amount in excess of its Commitment Amount, and Honeywell may
accept such offers in whole or in part. However, immediately after each Loan
(whether committed or uncommitted) is made, the aggregate outstanding principal
amount of the Loans shall not exceed the sum of the Commitment Amounts.

2.2. Commitment Reduction. Honeywell shall have the right to reduce
each Bank's Commitment Amount (which may include a reduction to zero) at any
time or from time to time, but not to an amount less than the aggregate
principal balance of such Bank's Loans outstanding at the effective date of the
reduction. Any such reduction shall be made on at least three (3) Banking Days
irrevocable written notice to the relevant Bank and shall be in the amount of
One Million Dollars ($1,000,000) or a multiple thereof or the amount, if less,
by which such Bank's Commitment Amount exceeds the aggregate principal balance
of its Loans outstanding at the effective date of the reduction.

2.3. Facility Fee. Honeywell shall pay to each Bank a Facility Fee at
the rate of 0.04% per annum (calculated on the basis of actual days elapsed and
a year of three hundred sixty (360) days), from the Commencement Date until the
last day of the Term, on the daily average Commitment Amount of such Bank.
Such Facility Fee shall be payable quarterly in arrears on the tenth day of
April, July and October in 1997, in each case for the quarterly period ended on
the last day of the preceding month, and on the last day of the Term.

2.4. Applicable Interest Rate. The Applicable Interest Rate for each
Loan shall not exceed:

(1) in the case of a Base Rate Loan, a floating rate equal to the
Base Rate,

(2) in the case of a Eurocurrency Loan, a fixed rate per annum
applicable throughout the term of the Loan, equal to the Interbank Offered
Rate plus 0.21%, and

(3) in the case of any other type of Loan, such rate as may be
mutually agreed upon by the relevant Bank and Honeywell.

SECTION 3. OTHER TERMS AND CONDITIONS

3.1. Incorporation of Provisions of Existing Agreements. To the extent
not inconsistent with Sections 1 and 2 hereof, the provisions of Sections 3 to
7, inclusive, 9, 10 and 13 of each Bank's Existing Agreement shall apply with
respect to it, its Commitment and its Loans and for all other purposes of this
Agreement (defined terms used in such provisions having, for purposes hereof,
the meanings specified herein), and such provisions are hereby incorporated
herein by reference (mutatis mutandis) as if set forth in full herein and
regardless of any termination of the Existing Agreements; provided that:

(a) Honeywell shall be the only Borrower hereunder;

(b) all Loans hereunder shall be denominated in Dollars;

(c) the date "December 31, 1994" in Section 6(c) of each Existing
Agreement shall be deemed to be "December 31, 1995" for purposes hereof;

(d) notwithstanding the provisions of Section 7.6 of each Existing
Agreement, the proceeds of Loans hereunder may be used to purchase shares
of common stock of Measurex Corporation;

(e) Honeywell Finance Inc. shall not be a party to this Agreement and
the specific references to it in the Existing Agreement, including (without
limitation) its representations, warranties and covenants, shall be of no
force or effect for purposes of this Agreement;

(f) the Term of this Agreement shall not be subject to automatic
extension; and

(g) the Note delivered to each Bank pursuant to this Agreement shall
be substantially in the form of Exhibit A to its Existing Agreement, except
that such Note shall refer to this Agreement instead of such Existing
Agreement.

SECTION 4. MISCELLANEOUS

4.1 No Reliance on Margin Stock. Each Bank represents to the other
Bank that it in good faith is not relying upon any "margin stock" (as defined
in Regulation U) as collateral in the extension or maintenance of the credit
provided for in this Agreement.

4.2. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties have cause this Agreement to be executed by
the proper corporate officers thereunto duly authorized as of the day and year
first above written.

HONEYWELL INC.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------

THE CHASE MANHATTAN BANK

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------

▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------

THE CHASE MANHATTAN BANK,
as Administrative Agent

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------

▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK,
as Documentation Agent

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------

5
7
REVOLVING CREDIT AGREEMENT

REVOLVING CREDIT AGREEMENT (this "Agreement") dated as of October 1, 1995
among HONEYWELL INC., a Delaware corporation ("Honeywell"), HONEYWELL FINANCE
INC., a Delaware corporation ("HFI"), and THE CHASE MANHATTAN BANK, N.A.(the
"Bank").

WHEREAS, Honeywell, HFI and the Bank are parties to that certain Revolving
Credit Agreement dated as of August 23, 1983 and that certain Revolving Credit
Agreement dated as of April 6, 1994(collectively, the "Credit Agreement")
which provides for the Bank to make loans to Honeywell or any subsidiary
thereof in accordance with the terms set forth therein; and

WHEREAS, Honeywell and the Bank desire to terminate the Credit Agreement
and, together with HFI, enter into a new revolving credit agreement in
substitution thereof;

NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1. DEFINITIONS

The following definitions shall apply to this Agreement and all accounting
terms not specifically defined herein shall be construed in accordance with
U.S. generally accepted accounting principles.

"Applicable Interest Rate" means, with respect to any Loan, the rate
of interest determined pursuant to Subsection 3.5 .

"Banking Day" means (a) in the case of Facility Fees or a Base Rate
Loan, a day on which the Bank is open for business at its principal
office in New York City, or (b) in the case of a Eurocurrency Loan or any
other type of Loan, a day on which the Bank's principal office in New
York City, as well as banks in the city where the Eurocurrency Loan or
other type of Loan is being made or repaid and, in the case of
advancement of a Eurocurrency Loan, banks in London, are open for
business.

"Base Rate" means, for any day, the higher of (a) the Federal Funds
Rate for such day, plus 0.5% or (b) the Prime Rate for such day.

"Base Rate Loan" means any Loan when and to the extent the interest
rate therefore is determined in relation to the Base Rate.

"Borrower", at any time, means the party then requesting a Loan, or
with respect to which a Loan may be outstanding, which may be any of
Honeywell, HFI or any other corporation which is then a Subsidiary of
Honeywell.

"Commencement Date" means October 1, 1995.

"Commitment" means the commitment of the Bank to make Loans to any
Borrower(s) during the Term.

"Commitment Amount" shall have the meaning set forth in Subsection
2.1.

"Dollar(s)" and "$" means lawful currency of the United States of
America owned within the United States of America; and "Eurodollars"
means such currency owned outside the United States of America.

"Eurocurrency" means any currency which is freely transferable and
convertible into Dollars, provided that Eurocurrency shall include
Eurodollars, but shall not include Dollars. The equivalent in Dollars of
any Eurocurrency Loan (or portion thereof remaining outstanding) shall be
calculated on the basis of the rate at which the Eurocurrency in which
such Loan is stated could be converted into Dollars at the Bank's spot
buying rate for Dollars as announced by the Bank's principal office in
New York City at 11:00 a.m. New York City time on the date two (2)
Banking Days prior to the date of advancement or renewal of such Loan.

"Eurocurrency Loan" means a Loan of a Eurocurrency requested by a
Borrower.

"Event of Default" means the occurrence of any of the events
described in Section 9.

"Expiration Date" means September 30, 2000.

"Facility Fee" means the amount to be calculated pursuant to
Subsection 2.3 and paid by Honeywell and HFI to the Bank, in
consideration for the Commitment.

"Federal Funds Rate" means the interest rate charged on loans by
banks that have excess reserve funds (above the

level required by the Federal Reserve Board) to those banks with
deficient reserves.

"In-Country Loan" shall have the meaning assigned to it in
Subsection 3.3 hereof.

"In-Country Loan Notice" shall have the meaning assigned to it in
Subsection 3.3 hereof.

"Interbank Offered Rate" means, for any Eurocurrency Loan, the
annual rate of interest quoted by the Bank (or by the Bank's principal
branch or subsidiary in the place of advancement of such Loan) at 11:00
a.m. London time (or as soon thereafter as practicable) on the date two
Banking Days prior to the date of advancement of such Loan for an
offering in the currency of the Loan for deposits with major banks in the
London or other relevant interbank market, having a maturity and amount
comparable to the maturity and amount of such Loan; provided, that if
such Loan is a "Eurocurrency liability", as defined in Regulation D of
the Board of Governors of the Federal Reserve System, as amended or
supplemented from time to time, such rate of interest shall be divided by
a percentage equal to one hundred percent (100%) minus the Reserve
Percentage for such Loan. As used in this definition, "Reserve
Percentage" means, for any Eurocurrency Loan, the average maximum rate at
which reserves (including any marginal, supplemental or emergency
reserves) are required to be maintained during the period during which
such Eurocurrency Loan is outstanding under said Regulation D by member
banks of the Federal Reserve System in New York City with deposits
exceeding One Billion Dollars against "Eurocurrency liabilities".

"Lending Office" means, for each type of Loan, the lending office of
the Bank (or of an affiliate of the Bank) designated as such for such
type of Loan on its signature page hereof or such other office of the
Bank (or of an affiliate of the Bank) as the Bank may from time to time
specify to Honeywell as the office by which its Loans of such type are to
be made and maintained.

"Level I", "Level II", "Level III", and "Level IV" respectively,
shall have the meanings assigned to such terms as set forth in the
definition of Status Level.

"Loan" means any advance of money by the Bank to any Borrower
pursuant to this Agreement and includes Eurocurrency Loans, Base Rate
Loans, In-Country Loans and any other type of loan agreed upon by the
Bank and a Borrower.

"Prime Rate" means the rate of interest publicly announced from time
to time by the Bank's principal office in New York City as its "prime
commercial lending rate." It is a rate set by the Bank based upon
various factors, including the Bank's costs and desired return, general
economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such
announced rate. Any change in the Prime Rate announced by the Bank shall
take effect at the opening of business on the day specified in the public
announcement of such change.

"Restricted Asset" means any real property (excluding equipment and
fixtures installed thereon or affixed thereto) owned by Honeywell, HFI or
any of their consolidated domestic Subsidiaries, and any shares of
capital stock or indebtedness of any consolidated domestic Subsidiary
having assets with a book value in excess of Ten Million Dollars
($10,000,000.00).

"Status Level" means the classification determined based on the
higher rating of Honeywell's unsubordinated unsecured long-term public
debt obligations by Standard & Poor's Ratings Services, a division of the
McGraw Hill Companies, Inc. ("S&P") or ▇▇▇▇▇'▇ Investors Service, Inc.
("Moody's"), and Honeywell's Status Level shall be classified as:

"Level I" if such debt is rated A+ or higher by S&P or A1 or
higher by Moody's;

"Level II" if such debt is rated A or higher by S&P or A3 or
higher by Moody's and Level I does not apply;

"Level III" if such debt is rated BBB or higher by S&P or
Baa2 or higher by Moody's and Levels I and II do not apply; or

"Level IV" if such debt is rated BBB- or below by S&P or Baa3
or below by Moody's;

with Level I being considered the highest Status Level. If the
respective ratings by S&P and Moody's would, if applied individually,
result in different Status Levels, then the higher rating of the two
agencies shall be applied to determine the applicable Status Level for
the purpose of determining interest rates or Facility Fees.

"Subsidiary" means any corporation of which at least a majority of
the securities having ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening
of a contingency) are at the time owned by Honeywell and/or one or more
Subsidiaries.

"Term" means the period of time commencing on the Commencement Date
and terminating on the earliest of: (i) the Expiration Date, subject to
automatic extension as provided for below; (ii) any date on which the
Commitment Amount shall have been reduced to zero as a result of written
notice delivered by Honeywell to the Bank pursuant to Subsection 2.2
hereof; or (iii) any date on which the Commitment is terminated as a
result of an Event of Default pursuant to Section 9 hereof. The
foregoing not to the contrary, on each anniversary of the Commencement
Date, the Expiration Date shall be automatically extended for one (1)
year, unless the Bank shall have given Honeywell and HFI written notice,
at least ten (10) Banking Days prior to such anniversary date, that it
does not wish to extend the Expiration Date for an additional year.

SECTION 2. COMMITMENT; FEES

2.1 Commitment to Lend. The Bank agrees, on the terms hereinafter set
forth, to make Loans to any Borrower during the Term in an aggregate principal
amount up to, but not exceeding, at any one time outstanding to all Borrowers,
One Hundred Million Dollars ($ 100,000,000) (the "Commitment Amount"),
including each Eurocurrency Loan amount and In-Country Loan amount at its
Dollar equivalent.

2.2 Commitment Reduction. Honeywell shall have the right to reduce the
Commitment Amount (which may include a reduction to zero) at any time or from
time to time, but not to an amount less than the aggregate principal balance of
the Loans outstanding at the effective date of the reduction. Subject to
Subsection 3.1 hereof, any such reduction shall be made on at least thirty (30)
Banking Days' irrevocable written notice and shall be in the amount of One
Million Dollars ($1,000,000) or a multiple thereof or the amount, if less, by
which the Commitment Amount exceeds the aggregate principal balance of the
Loans outstanding at the effective date of the reduction.

2.3 Facility Fee. Honeywell and HFI shall be jointly and severally
obligated to pay to the Bank in Dollars a Facility Fee based on Honeywell's
Status Level, at an annual rate (calculated

on the basis of actual days elapsed and a year of three hundred sixty (360)
days) as follows:

(a) .08% if Honeywell's Status Level is Level I;
(b) .09% if Honeywell's Status Level is Level II;
(c) .125% if Honeywell's Status Level is Level III; or
(d) .1875% if Honeywell's Status Level is Level IV;

from the Commencement Date until the Expiration Date, on the daily average
Commitment Amount. Such Facility Fee shall be payable quarterly in arrears,
commencing on January 10, 1996 (subject to pro-rata adjustment for that portion
of the quarter with respect to which the Facility Fee accrued), and on the
tenth day of each January, April, July and October thereafter, for the
quarterly period ended on the last day of the preceding month, and on the
Expiration Date for the period ending on the Expiration Date. The Facility Fee
shall be subject to adjustment upward or downward based on changes, if any, in
Honeywell's Status Level during the term of this Agreement. Any adjustment
shall be effective as of the date that is the earlier of (x) the date on which
the Bank receives written notice from Honeywell that its Status Level has
changed or (y) the date on which S&P or Moody's publicly announces a change in
its rating of Honeywell's unsubordinated unsecured long-term public debt that
results in a change to the Status Level, and shall be computed on a pro-rata
basis with respect to the quarter or other period in which such change occurs.

SECTION 3. LOANS

3.1 Amount; Type; Conversion. Each Loan shall be in the minimum amount
of One Million Dollars ($1,000,000) or the equivalent thereof. A Borrower
shall be entitled to borrow hereunder in the form of a Base Rate Loan,
Eurocurrency Loan, In-Country Loan or any other type of Loan agreed upon by the
Bank and such Borrower; provided, however, that the Bank shall not be
obligated to make a Eurocurrency Loan if the Bank shall, in good faith, make a
reasonable determination in its sole discretion that:

(a) the Eurocurrency requested is not then available to the Bank for
the maturity requested;

(b) it is unlawful for the Bank to make such Eurocurrency Loan; or

(c) under laws and regulations then in effect either (i) the funding
of such Loan would cause the Bank to exceed an applicable limitation on
the amount of a category of

liabilities which includes each form of liability by which the Bank could
reasonably fund such Eurocurrency Loan or (ii) the advancement of such
Eurocurrency Loan would cause the Bank to exceed an applicable limitation
on a category of assets which would include such Eurocurrency Loan;

provided further that the Bank shall be obligated to make an In-Country Loan
only in accordance with Subsection 3.3 hereof.

Within the limits of the Commitment Amount, Borrowers may, subject to the terms
and conditions hereof, borrow, repay and reborrow Loans from the Bank under
this Section 3 at any time or from time to time during the Term. At its
maturity date, any Loan may, in whole or in part, be renewed or converted into
a different form of Loan, without any transfer of principal funds as to the
amount so renewed or converted, but otherwise subject to the same requirements
and limitations as those which apply to an original Loan. In the event of
conversion of a Loan into a new Loan in a different currency (for which purpose
Dollars and Eurodollars shall be considered the same currency), the rate of
exchange shall be the Bank's spot buying rate for the currency of the new Loan
with the currency of the old Loan as announced by the Bank's principal office
in New York City at 11:00 a.m. New York City time at the date of maturity of
the old Loan, unless a different rate of exchange is agreed upon by the Bank
and the relevant Borrower.

3.2 Notice of Borrowing of Loans Other Than In-Country Loans. Each
Eurocurrency Loan shall be advanced upon not less than three (3) Banking Days'
notice, unless the Bank agrees to a shorter notice; and each Base Rate Loan,
upon notice not later than the same Banking Day. The notice period with
respect to any other type of Loan shall be as mutually agreed upon between
Honeywell, HFI and the Bank. All notices shall be given by Honeywell except in
the case of Loans to HFI, as to which HFI shall give notice. Each notice shall
specify the type, principal amount, date, currency and maturity of such Loan.
Notices under this Subsection 3.2 shall be deemed effective on a given day if
received by the Bank by 11:00 a.m. New York time on that day and shall be
irrevocable.

3.3 In-Country Loans

(a) If a Borrower requests that the Bank make a Loan denominated in
a currency other than Dollars to such Borrower in the jurisdiction which
is the original issuer of such currency (which jurisdiction must be
approved by the Bank in advance ) (an "In-Country Loan"), the Bank agrees
that it shall use its best efforts to make such Loan available to such
Borrower; provided that the Bank shall have no obligation to make an
In-Country Loan if it shall have determined in its reasonable judgment
that it would be illegal or disadvantageous to the Bank or that such Loan
may not be made on commercially reasonable terms.

(b) A Borrower shall give the Bank at least three (3) Banking Days'
notice (an "In-Country Loan Notice") of an In-Country Loan prior to the
date it desires such Loan, unless the Bank agrees to a shorter notice,
setting forth the desired date, amount, currency and term of such Loan.
As soon as practicable after receipt of an In-Country Loan Notice, the
Bank shall notify the relevant Borrower whether it shall make the
requested In-Country Loan and, if so, the terms on which such Loan may be
made, including the date, amount and term of, and Applicable Interest
Rate and the designated Lending Office for, such Loan. If the relevant
Borrower, in its discretion, shall accept the terms offered by the Bank
for the requested In-Country Loan, it shall give the Bank irrevocable
notice thereof, and thereafter, the Bank shall, through the designated
Lending Office, make such In-Country Loan on the date notified to such
Borrower by the Bank.

3.4 Maturity. The principal of each Loan shall mature as follows:

(a) For a Base Rate Loan, on such date as may be selected by the
relevant Borrower, but not later than the Expiration Date.

(b) For a Eurocurrency Loan, one, two, three or six months after the
date of advancement of such Loan, as the relevant Borrower may select, or
on such other date as may be agreed upon by the Borrower and the Bank,
but not later than the Expiration Date.

(c) For an In-Country Loan, on such date as may be agreed upon by
the relevant Borrower and the Bank pursuant to Subsection 3.3, but not
later than the Expiration Date.

(d) For any other type of Loan, on such date as may be agreed upon
by the relevant Borrower and the Bank, but not later than the Expiration
Date.

3.5 Interest.

(a) Applicable Interest Rate. The Applicable Interest Rate for
each type of Loan shall be:

(1) in the case of a Base Rate Loan, a floating rate equal to
the Base Rate;

(2) in the case of a Eurocurrency Loan, a fixed rate
applicable throughout the term of such Loan, equal to the Interbank
Offered Rate for such Loan, plus the following marginal rate based
on the classification of Honeywell's Status Level:

(i) 0.1450% if Status Level I;

(ii) 0.1600% if Status Level II;

(iii) 0.2500% if Status Level III; or

(iv) 0.3625% if Status Level IV;

(3) in the case of an In-Country Loan, such rate as may be
mutually agreed upon by the Bank and the relevant Borrower pursuant
to Subsection 3.3 hereof; and

(4) in the case of any other type of Loan, such rate as may
be mutually agreed upon by the Bank and the relevant Borrower.

(b) Calculated Payment. Each Loan shall bear interest at the
Applicable Interest Rate (calculated on the basis of actual days elapsed
and a year of 365 or 366 days, as appropriate, in the case of a Base Rate
Loan for such time as such Loan bears interest with reference to the
Prime Rate or a Eurocurrency Loan denominated in Pounds Sterling, and a
year of 360 days in the case of any other Loan) on the unpaid principal
amount thereof until the maturity date of such Loan, and thereafter until
such principal shall be paid in full, at the Applicable Interest Rate
plus 2%. Interest shall be payable (i) on Base Rate Loans, quarterly in
arrears on the tenth day of each January, April, July and October for the
quarterly period ending on the last day of the preceding month; and (ii)
on any Eurocurrency Loan, In-Country Loan or any other type of Loan with
a maturity of more than three months, in arrears on the last day of each
three-month period of such Eurocurrency Loan, In-Country Loan or other
type of Loan, as the case may be and (iii) on each Loan, at maturity.

3.6 Availability of Funds. On the date of advancement of each Loan, the
Bank shall make the proceeds of such Loan available to the relevant Borrower at
the applicable Lending Office designated by the Bank, and shall thereupon remit
the same to an account at a bank specified in writing by such Borrower in
immediately available funds.

3.7 Payments. All payments of principal of and interest on Loans shall
be made to the Bank at such bank or banking office as the Bank shall reasonably
specify in the currency of the Loan in immediately available funds. If any
payment under this Agreement falls due on a day which is not a Banking Day in
the place at which such payment is required to be made, the due date thereof
shall be extended to the next succeeding Banking Day in such place and interest
shall continue to accrue during any such extension; provided, with respect to
any Eurocurrency Loan, that if the next succeeding Banking Day shall fall in
the next calendar month, the due date thereof shall be the next preceding
Banking Day.

3.8 Prepayment. Each Borrower shall have the right at any time and from
time to time to prepay any Loan in whole or in part, provided, however, that
(i) in the case of a prepayment of any Eurocurrency Loan or any In-Country
Loan, but not in the case of a prepayment of a Base Rate Loan, such Borrower
shall give the Bank at least three (3) Banking Days' irrevocable notice of its
intention to prepay, which notice shall state the principal amount of the
prepayment, (ii) accrued interest to the date of such prepayment on the amount
prepaid shall be paid on the date of the prepayment and (iii) in the case of a
prepayment of any

Eurocurrency Loan or any In-Country Loan, including (without limitation)
prepayment resulting pursuant to Section 4 hereof, but not in the case of a
prepayment of a Base Rate Loan, or if Borrower fails to borrow such Loan after
giving irrevocable notice thereof, as required pursuant to Subsections 3.2 and
3.3(b) hereof, such Borrower shall pay to the Bank upon request such amount as
will compensate the Bank for the amount by which the rate of interest on such
Loan during the remainder of its term to maturity exceeds the rate of return to
the Bank on relending or reinvesting until the maturity of such Loan.

3.9 Promissory Note and Loan Account. On or before the date of
advancement of the first Loan to any Borrower, such Borrower shall provide to
the Bank a promissory note in the form of Exhibit A executed on behalf of such
Borrower by two authorized persons and, in the case of a Loan made to a
Borrower other than Honeywell or HFI, with the "Affirmation of Guaranty"
executed on behalf of Honeywell by two authorized persons. All payments on
account of principal of any Loan shall be appropriately noted by the Bank on
the promissory note evidencing such Loan before transfer of any such promissory
note. The Bank may open and maintain a loan account in the name of each
Borrower and each Loan to such Borrower shall be debited, and all payments on
account of principal of each Loan to such Borrower shall be credited, to such
loan account by appropriate entries. In the absence of error, the balance from
time to time debited in such loan account shall evidence the outstanding
principal amount of such Loans and payments of principal and interest shall be
made in reliance thereupon.

SECTION 4. ILLEGALITY, CAPITAL ADEQUACY, INCREASED COSTS AND TAXES

4.1 Illegality. If, on or after the date of this Agreement, the adoption
of any applicable law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank (or its applicable lending
office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for the Bank (or its applicable lending office) to make, maintain
or fund its Eurocurrency Loans or any In-Country Loan to any Borrower, the Bank
shall forthwith give notice thereof to Honeywell and HFI, whereupon until the
Bank notifies Honeywell and HFI that the circumstances giving rise to such
suspension no longer exist, the obligation of the Bank to make Eurocurrency
Loans or any In-Country Loan to any Borrower

shall be suspended. Before giving any notice to Honeywell and HFI pursuant to
this Subsection, the Bank shall designate a different lending office if such
designation will avoid the need for giving such notice and will not, in the
judgment of the Bank, be otherwise disadvantageous to the Bank. If such notice
is given, each Eurocurrency Loan or In-Country Loan then outstanding shall be
converted to a Base Rate Loan either (a) on the last day of the then current
Interest Period applicable to such Eurocurrency Loan or In-Country Loan if the
Bank may lawfully continue to maintain and fund such Loan to such day or (b)
immediately if such Bank shall determine that it may not lawfully continue to
maintain and fund such Loan to such day.

4.2 Capital Adequacy. If as a result of the adoption, after the date
hereof, of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, the rate of return on
capital of the Bank as a consequence of the Bank's obligations hereunder is, in
the Bank's reasonable opinion, reduced to a level below that which the Bank
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by the Bank to be material, then from time to time, within fifteen (15)
days after demand by the Bank, Honeywell shall pay to the Bank such additional
amount or amounts as will compensate the Bank for such reduction.
Notwithstanding the foregoing, the Facility Fee applicable to each Status Level
shall not be increased more than one hundred percent (100%) during the Term.

The Bank will promptly notify Honeywell of any event of which it has
knowledge, occurring after the date hereof, which will entitle the Bank to
compensation pursuant to this Subsection, and will designate a different
lending office if such designation will avoid the need for, or reduce the
amount of, such compensation and will not, in the judgment of the Bank, be
otherwise disadvantageous to the Bank. A certificate of the Bank claiming
compensation under this Subsection and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Bank may use any reasonable
averaging and attribution methods.

Upon receipt of the Bank's notice of demand hereunder, Honeywell shall
have the option of terminating this Agreement effective as of the date set
forth in Honeywell's written notice

of termination to the Bank, in which case, any Loans which may be outstanding
shall become immediately due and payable.

Notwithstanding anything in the foregoing to the contrary, Honeywell shall
not be required to make any payment pursuant to this Subsection with respect to
(i) any demands arising from a period of time that is more than six (6) months
prior to the date of receipt by Honeywell of the Bank's demand or (ii) as a
result of the compliance by the Bank with any provisions of any Basle Accord
Regulation as in effect or interpreted on the date hereof, including, without
limitation, regulations effective as of a future date that are in existence on
the date hereof.

4.3 Increased Costs. The Borrower of any Loan other than a Base Rate
Loan shall indemnify the Bank against, and reimburse the Bank on demand for,
any net increase before tax in cost to the Bank (except as reflected in the
Reserve Percentage), resulting from imposition of a reserve requirement, or
increase in a reserve requirement, whether as a result of enactment or coming
into effect of any law or regulation or change in the generally accepted
interpretation thereof, imposed by a competent authority with respect to such
Loan after the date of this Agreement; provided that the relevant Borrower
shall not be liable for any cost attributable to a date or period of time more
than one hundred eighty (180) Banking Days prior to the date on which such
Borrower (and, in the case of a Borrower other than Honeywell or HFI,
Honeywell) was notified by the Bank of such imposition or increase. For
purposes of this paragraph, the term "reserve requirement" shall include,
without limitation, any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by, the
Bank.

4.4 Increased Taxes. Each Borrower shall pay or reimburse the Bank on
demand for any tax or similar charge (other than income, profit or excess
profit taxes or similar charges imposed upon or measured by the income or
operation of the Bank) imposed on the making of any Loan hereunder, the
documentation thereof or any amount paid or payable by such Borrower hereunder
(hereinafter called "Taxes"), provided that Taxes payable by a Borrower with
respect to any such amounts paid or payable by the Bank shall be paid or
payable by such Borrower only to the extent that such Taxes are imposed with
respect to a period of time not completed more than three (3) years before such
Borrower was first notified by the Bank of the incidence of such Taxes and to
the extent that such Taxes were not in effect (or were not reasonably known by
the Bank to be in effect) at the date of this Agreement.

4.5 Withholding Taxes. All payments in respect of principal of and
interest on the Loans and all other amounts payable hereunder and under the
guaranty contained in Section 8 shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, fees, assessments, compulsory
loans, withholdings or other charges of whatever nature, now or hereafter
imposed by any country or by any governmental agency thereof or therein, and
all interest, penalties or similar liabilities with respect thereto (herein
called "Applicable Taxes"). If any Applicable Taxes are levied or imposed on
any such payment, the relevant Borrower will pay such Applicable Taxes when
due, and will pay to the Bank such additional amounts as may be necessary to
ensure that the Bank actually receives a net amount, after deduction or
withholding for or in respect of Applicable Taxes, equal to the full amount of
such payment which it would have received had such payment not been subject to
Applicable Taxes. The relevant Borrower will furnish to the Bank, within
forty-five (45) days after the date any such payment is due pursuant to
applicable law, certified copies of tax receipts evidencing the payment of all
Applicable Taxes so levied or imposed. The relevant Borrower will indemnify
the Bank against, and reimburse the Bank on demand for, any Applicable Taxes
and any loss, liability, claim or expense, including interest, penalties and
legal fees, which the Bank may incur at any time arising out of or in
connection with the failure of such Borrower to make any payments in respect of
Applicable Taxes when due.

4.6 Minimizing Taxes. The Bank will use reasonable efforts to avoid or
minimize such taxes and Applicable Taxes, or to obtain refunds and/or credits
with respect thereto and reimburse the relevant Borrower in the amount of such
refunds and/or credits, unless such efforts would, in the Bank's sole
discretion, be disadvantageous to the Bank.

4.7 Bank's Determination. Solely for purposes of calculating any
additional amounts payable by a Borrower pursuant to Subsections 4.3 and 4.4,
each Loan with respect to which such additional amount is payable shall be
deemed to have been funded by a deposit of the type described in the definition
of "Interbank Offered Rate" having an amount and maturity comparable to the
amount and maturity of such Loan. Determinations by the Bank for purposes of
Subsections 4.3, 4.4 and 4.6 shall be conclusive if such determinations are
made reasonably and in good faith.

4.8 Survival. The obligations of the Borrowers under this Section 4
shall survive repayment of the Loans.

SECTION 5. CONDITIONS OF LENDING

The obligation of the Bank to make any Loan hereunder is subject to the
following conditions precedent:

(a) Each of Honeywell and HFI shall have delivered to the Bank, a
certificate of the Secretary or Assistant Secretary thereof,
certifying(i) the resolutions of the Boards of Directors of Honeywell and
HFI authorizing the execution, delivery and performance of this
Agreement, (ii)the incumbency and specimen signatures of the authorized
officers of Honeywell and HFI who have signed this Agreement, and,
including a certification of the Bank's right to continue to rely thereon
until it receives notice to the contrary, and the Bank shall not have
received any such notice;

(b) the Bank shall have received notice pursuant to Subsection 3.2
or 3.3 of the request for such Loan from a person authorized to give such
notice, as has been evidenced pursuant to Subsection 10.2;

(c) the Bank shall have received an opinion of the General Counsel
or Deputy General Counsel of Honeywell or if the Borrower is HFI, then
from the General Counsel or Deputy General Counsel of HFI, dated as of
the date of this Agreement as to the matters referred to in clauses (a),
(b), (d) and (g) of Section 6;

(d) the representations and warranties contained in clauses (a),
(b), (f) and (g) of Section 6 shall be true and correct as of the date of
advancement of such Loan with the same force and effect as if made on and
as of such date;

(e) no Event of Default, or event which, with notice and/or lapse of
time would become an Event of Default, shall have occurred and be
continuing or would exist immediately after the advancement of such Loan;

(f) The Bank shall have received the promissory note of the relevant
Borrower as required pursuant to Subsection 3.9 hereof, and

(g) if the Borrower of such Loan is a Subsidiary (other than HFI) of
Honeywell, such Borrower shall have executed and delivered to the Bank an
accession agreement in the form of Exhibit B hereto (the "Accession
Agreement") agreeing to be bound by the terms and conditions of this
Agreement as if it were an original signatory hereto, and

the Bank shall have received an opinion of counsel (who may be employed
counsel) for Honeywell or such Borrower (who may be an employee of
Honeywell or such Borrower) to the effect that such Borrower is (i) duly
incorporated and organized, and validly existing under the laws of the
jurisdiction of its incorporation, with full corporate power and legal
right to borrow the Loan and perform its obligations (as set forth herein
and in the promissory note evidencing such loan) in connection with such
Loan, and (ii) duly authorized to execute and deliver the Accession
Agreement and the promissory note evidencing such Loan.

Acceptance of any Loan by a Borrower shall constitute a representation and
warranty by such Borrower (and in the case of a Borrower other than Honeywell
or HFI, by Honeywell) that such conditions precedent have been met.

SECTION 6. REPRESENTATIONS AND WARRANTIES

Each of Honeywell and HFI hereby represents and warrants that:

(a) it is duly incorporated and organized and validly existing under
the laws of Delaware, with full corporate power and legal right to make
this Agreement and to incur and perform its obligations hereunder;

(b) its execution and delivery of this Agreement and any promissory
note(s) delivered pursuant hereto, performance of this Agreement, and in
the case of Honeywell, the execution, delivery and performance by
Honeywell of the guaranty contained in Section 8, is within its corporate
powers, has been duly authorized by all necessary corporate action and
will not violate any provisions of law or of its charter or by-laws or
result in the breach of, or constitute a default of or require any
consent under, any indenture or other agreement or instrument to which it
is a party or by which it or its respective property may be bound. This
Agreement, any promissory note(s) delivered pursuant hereto, and in the
case of Honeywell, the guaranty of Honeywell contained in Section 8
constitutes the legal, valid and binding obligation of such party,
enforceable against it in accordance with its terms;

(c) the audited consolidated financial statements of such company,
together with its consolidated Subsidiaries, for the fiscal year ended
December 31, 1994, certified by Deloitte & Touche, copies of which have
heretofore been furnished to the Bank, are complete and correct and
fairly

present its respective consolidated financial condition as at December
31, 1994 and the consolidated results of its operations for the year then
ended. Since December 31, 1994, there has been no material adverse
change in its respective consolidated business, condition or prospects,
financial or otherwise;

(d) there are no suits, investigations or proceedings pending, or to
its knowledge threatened, against or affecting it or its Subsidiaries
which are likely to have a material adverse effect on its respective
consolidated financial condition or business;

(e) it has, and each of its Subsidiaries has, fulfilled its
obligations, if any, under the minimum funding standards of the Employee
Retirement Income Security Act of 1974, as amended from time to time,
including any rules and regulations promulgated thereunder ("ERISA"),
with respect to each employee benefit plan maintained for the benefit of
its employees and covered by Title IV of ERISA or to which Section 412 of
the Internal Revenue Code of 1954, as amended, applies; and neither it,
nor any of its Subsidiaries, has incurred any liability which has not
been satisfied to the Pension Benefit Guaranty Corporation established
under ERISA in connection with any such employee benefit plan;

(f) it is not, and no Borrower to whom a Loan is advanced hereunder
will at the time of such advancement be, engaged principally (or as one
of its important activities) in the business of purchasing or carrying
(or extending credit for the purpose of purchasing or carrying) margin
stock (within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System); and

(g) no consent or approval from, or notice to or filing with, any
federal, state or other regulatory authority is required in connection
with its making or performance of this Agreement nor will such making or
performance violate any law or regulation applicable to it or, if any
such notice or filing is required, it has been duly completed.

SECTION 7. COVENANTS

7.1 Information.

(a) By Honeywell. So long as this Agreement is in effect and until
all of the Borrowers' obligations to the

Bank hereunder or in connection with any Loan are paid in full, Honeywell
will furnish to the Bank:

(1) within ten (10) days after mailing to shareholders, each
annual and quarterly report of Honeywell to its shareholders;

(2) within ten (10) days after filing with the Securities and
Exchange Commission, each periodic report on Form 8-K (excluding
any portion thereof as to which confidential treatment is claimed)
and Proxy Statement of Honeywell;

(3) if not otherwise furnished pursuant to clause (1) or (2)
above, within one hundred (100) days after the end of each fiscal
year of Honeywell, a consolidated statement of financial position
of Honeywell and its consolidated Subsidiaries as of the end of
such fiscal year and the related consolidated income statement and
statement of cash flows for the fiscal year then ended, and within
fifty-five (55) days after the end of each of the first three (3)
quarters of each fiscal year of Honeywell, a consolidated statement
of financial position of Honeywell and its consolidated
Subsidiaries as of the end of such quarter and the related
consolidated income statement and statement of cash flows for such
quarter, all prepared in accordance with generally accepted
accounting principles consistently applied, except as noted
therein, and certified in the case of such annual financial
statements by its independent public accountants;

(4) within one hundred (100) days after the end of each
fiscal year of Honeywell, a certificate signed by its Chief
Executive Officer, President, Chief Financial Officer or any Vice
President stating that such officer has no knowledge, except as
specifically stated, of the existence of any Event of Default or
event which, with notice and/or lapse of time, would become an
Event of Default;

(5) from time to time such other financial information as to
the condition or operations of Honeywell and its Subsidiaries
(except plans, forecasts and privileged materials that have not
been made available by Honeywell to its creditors) as the Bank may
reasonably request; and

(6) as soon as practicable and in any event within five (5)
days after any executive officer of Honeywell obtains knowledge of
any Event of Default or any event which with the giving of notice
and/or the passage of time may give rise to any Event of Default,
if such event is then continuing, a certificate of the Chief
Financial Officer, the Treasurer or the chief accounting officer of
Honeywell setting forth the details thereof and the action which
the "relevant" Borrower or "Honeywell" is taking or proposes to
take with respect thereto.

(b) By HFI. So long as this Agreement is in effect and HFI remains
a party hereto, and until all of HFI's obligations to the Bank hereunder
or in connection with any Loan are paid in full, HFI will furnish to the
Bank:

(1) within one hundred (100) days after the end of each fiscal
year of HFI, a consolidated statement of financial position of HFI
and its consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated income statement and statement of cash
flows for the fiscal year then ended, and within fifty-five (55)
days after the end of each of the first three (3) quarters of each
fiscal year of HFI, a consolidated statement of financial position
of HFI and its consolidated Subsidiaries as of the end of such
quarter and the related consolidated income statement and statement
of cash flows for such quarter, all prepared in accordance with
generally accepted accounting principles consistently applied,
except as noted therein, and certified in the case of such annual
financial statements by its independent public accountants;

(2) within one hundred (100) days after the end of each fiscal
year of HFI, a certificate signed by its Chief Executive Officer,
President, Chief Financial Officer or any Vice President stating
that such officer has no knowledge, except as specifically stated,
of the existence of any Event of Default or event which, with
notice and/or lapse of time, would become an Event of Default; and

(3) from time to time such other financial information as to
the condition or operations of HFI and its Subsidiaries (except
plans, forecasts and privileged materials that have not been made
available by HFI to its creditors) as the Bank may reasonably
request.

7.2 Negative Pledge. During the Term, and thereafter until all of the
Borrowers' obligations to the Bank hereunder or in connection with any Loan are
paid in full, neither Honeywell nor HFI nor any of their consolidated domestic
Subsidiaries will pledge or create any mortgage upon, any Restricted Asset now
or hereafter owned by such entity, for the purpose of securing any creditors
other than governmental entities, unless provision is made to secure equally
and ratably, (i) all Loans then outstanding or thereafter made to Honeywell or
HFI, as the case may be, (ii) all contingent obligations of Honeywell pursuant
to Section 8, and (iii) any other amounts then or thereafter owed by any
Borrower hereunder with such secured debt so long as same shall be so secured
except that any such company may:

(a) create any mortgage or pledge for the sole purpose of extending,
renewing or replacing, in whole or in part, the indebtedness or
obligations secured by any then existing mortgage or pledge which was not
created in violation of this Subsection 7.2 if the principal amount of
indebtedness secured thereby shall not exceed the principal amount of
indebtedness so secured at the time of such extension, renewal or
replacement, and if such mortgage or pledge shall be limited to all or a
part of the assets which secured the mortgage or pledge so extended,
renewed or replaced (plus improvements on or to any real property) and,
if Honeywell or HFI, as the case may be, shall so determine, any
additional assets, the mortgage or pledge of which is not restricted as
aforesaid;

(b) assume any existing mortgage or pledge on any property in
connection with the acquisition of such property; and

(c) mortgage or pledge any real property acquired, constructed or
improved after the date of this Agreement, including any improvements
thereon, which mortgage or pledge is created contemporaneously with such
acquisition, construction or improvement or within one hundred twenty
(120) days before the commencement thereof or after the completion
thereof, to secure or provide for the payment of an amount not exceeding
the cost of such acquisition, construction or improvement (including
related expenditures capitalized for federal income tax purposes in
connection therewith) incurred after the date hereof, but only if, in the
case of such construction or improvement, the mortgage or pledge shall
not apply to any property other than that on or connected to property on
which the construction or improvement is located.

7.3 Restrictions Regarding HFI. So long as this Agreement is in effect
and HFI remains a party hereto, and until all of HFI's obligations to the Bank
hereunder or in connection with any Loan are paid in full:

(a) HFI will maintain its stockholder's equity at not less than One
Dollar ($1);

(b) The aggregate principal amount remaining unpaid on senior debt
of HFI shall not exceed five hundred percent (500%) of the sum of its
stockholders' equity plus the aggregate principal amount outstanding of
its debt which is subordinated to an extent reasonably acceptable to the
Bank;

(c) Honeywell and its other Subsidiaries will own all of the shares
of capital stock of HFI entitled to vote for the election of directors
(other than upon the happening of a contingency which has not occurred);
and

(d) Honeywell will pay, or cause one of its Subsidiaries to pay, to
HFI such amounts as may be required to cause HFI to have in each fiscal
year of HFI "earnings (before deducting any credit losses on customer
obligations or extraordinary items) available for fixed charges (interest
and amortization of funded debt expense)" (including the amounts so paid
to HFI) for such fiscal year at least equal to one hundred fifty percent
(150%) of HFI's "fixed charges (interest and amortization of funded debt
expense)" for such fiscal year; provided, however, that in the event of
the merger or liquidation of HFI into Honeywell, this Subsection 7.3
shall be of no further force or effect.

7.4 Borrower May Consolidate, etc., on Certain Terms. Each of the
Borrowers covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
person or entity unless (i) either such Borrower shall be the continuing
corporation, or the successor corporation (if other than such Borrower) shall
be a corporation organized under the laws of the United States of America or
any State thereof and shall expressly assume the due and punctual payment of
the principal of and interest on all the Loans made to such Borrower, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Agreement to be performed or observed by
such Borrower, and (ii) such Borrower or such successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or
condition.

7.5 Maintenance of Insurance. Honeywell will, and will cause each of its
Subsidiaries to, maintain insurance, which may include self-insurance which is
reasonable and in accordance with sound industry practice taking into account
the nature of its business, on all of its properties in at least such amounts
and against at least such risks as are usually insured against in the same
geographic area by companies of established repute engaged in the same or a
similar business.

7.6 Use of Proceeds. So long as this Agreement is in effect, and until
all obligations of any Borrower to the Bank hereunder or in connection with any
Loan are paid in full, none of the proceeds of any Loan will be used, directly
or indirectly, for the purpose, whether immediate, incidental or ultimate, of
buying or carrying any "margin stock" within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System.

7.7 Pari Passu. So long as this Agreement is in effect, no Borrower will
enter into any agreement which will subordinate the interests of the Bank in
any Loan made or to be made hereunder, to any other unsecured obligation of
such Borrower resulting from any borrowings or guarantees, except for
obligations accorded preference by mandatory provisions of law, and each
Borrower agrees that its obligations hereunder will rank pari passu with all
other present and future unsecured unsubordinated obligations of such Borrower
resulting from any borrowings or guarantees.

SECTION 8. GUARANTY

For valuable consideration, receipt whereof is hereby acknowledged, and to
induce the Bank to make Loans to Subsidiaries of Honeywell (other than HFI),
Honeywell hereby unconditionally guarantees the full and punctual repayment to
the Bank when due at maturity (by acceleration or otherwise) pursuant to the
terms and conditions of this Agreement, of the principal amount of any Loan
made pursuant to this Agreement to any such Subsidiary, together with interest
on such Loan and other amounts payable with respect thereto or hereunder as
provided by this Agreement, and, in the case of any extension of time of any
payment, that all such amounts shall be promptly paid when due (by acceleration
or otherwise) in accordance with the terms of such extension, and Honeywell
hereby unconditionally agrees that upon default in the payment when due (by
acceleration or otherwise) of any of such amounts payable by any such
Subsidiary, Honeywell will forthwith pay the same. If such Subsidiary is
obligated to pay such amounts in (i) currency other than U.S. Dollars and/or
(ii) at a place other than the United States, Honeywell will, upon the Bank's
request, either make payment in

the currency and at the place as agreed by such Subsidiary or pay the Bank, at
its office in the United States designated for such purpose, the equivalent
amount in U.S. Dollars calculated at the rate of exchange at which, in
accordance with normal banking procedures, the Bank buys the specified currency
in New York, New York on the date Honeywell makes such payment.

Except as provided below, in the event Honeywell pays all sums due and
unpaid in respect of any Loan or any other amount due by a Borrower hereunder
pursuant to this Section 8, and all other sums in connection with any other
Loan to such Subsidiary or other amounts owing by such Subsidiary hereunder
shall have been paid, Honeywell shall be entitled to subrogation in the Bank's
rights in such Loan and, as reasonably requested, the Bank agrees to use
reasonable efforts to cooperate with Honeywell in enforcement of Honeywell's
subrogation rights, including the transfer and delivery by the Bank to
Honeywell of any and all evidences of indebtedness under such Loan within the
possession or control of the Bank.

The obligations of Honeywell under this Section 8 shall be unconditional,
irrespective of the genuineness, validity, regularity or enforceability of the
obligations of any such Subsidiary under this Agreement or its promissory note
or any other circumstance (including, without limitation, any circumstance
resulting from any law or regulation in the country in which such Subsidiary
maintains an office) which might otherwise constitute a legal or equitable
discharge of such Subsidiary or a surety or guarantor, with the exception of
payment in full. Without limiting the effect of the foregoing, the guaranty
contained in this Section 8 shall not be impaired by the existence of any
claims by the Bank on any such Subsidiary arising other than under this
Agreement.

HONEYWELL HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE AT ANY
TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW OR CONTRACT)
TO ASSERT ANY CLAIM AGAINST ANY BORROWER WHICH IS SUBJECT TO THE JURISDICTION
OF THE UNITED STATES BANKRUPTCY COURT, ON ACCOUNT OF PAYMENTS MADE UNDER THIS
GUARANTY, INCLUDING WITHOUT LIMITATION, ANY AND ALL RIGHTS OF SUBROGATION,
REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNITY.

In the event Honeywell or any Borrower makes any payment to the Bank as a
result of this guaranty or otherwise and such payment is later set aside as a
preferential payment in the course of any bankruptcy proceedings relating to
the Subsidiary on whose behalf such payment was made, the guaranty of Honeywell
with respect to the amount so paid shall immediately be reinstated to the full
extent of the unpaid balance thereof

together with interest thereon, expenses and all other amounts due hereunder,
and Honeywell's right to subrogation in the Bank's rights in such Loan, as
provided for above shall immediately cease.

Honeywell hereby expressly waives any diligence, presentment, protest and
any requirement that any right or power be exhausted or any action be taken
against any such Subsidiary.

SECTION 9. EVENTS OF DEFAULT

9.1 Default with Notice. If any of the following events shall occur and
be continuing beyond any cure period, if any, applicable thereto:

(a) a Borrower shall fail to pay when due, whether by acceleration
or otherwise, any principal on any Loan or shall fail to pay when due any
interest on any Loan or Honeywell shall fail to pay when due any Facility
Fee, and such failure shall continue for a period of two (2) Banking Days
after receipt by Honeywell of notice from the Bank specifying such
failure; or

(b) Honeywell or HFI shall default in the due performance or
observance of any covenant or agreement undertaken by it hereunder and
such default shall continue uncured for a period of thirty (30) days
after receipt by Honeywell of notice from the Bank regarding same; or

(c) any representation made herein or pursuant hereto or any
statement or information furnished pursuant hereto shall have been, when
made or deemed made, false or misleading in any material respect and
Honeywell or HFI shall not have taken corrective measures satisfactory to
the Bank with respect thereto within thirty (30) days after receipt by
Honeywell of notice from the Bank specifying such default; or

(d) Honeywell or HFI shall default in any payment of principal or
interest due and owing under any indenture(s) or instrument(s) evidencing
or under which there shall at the time be outstanding at least Ten
Million Dollars ($10,000,000) aggregate principal amount of indebtedness
for borrowed money, and such default shall continue beyond any period of
grace or notice provided with respect thereto, or Honeywell or HFI shall
default in the performance or observance of any agreement, term or
condition contained in such indenture(s) or instrument(s), which default
gives the holders of such indebtedness the right to immediately
accelerate the maturity thereof, and either the maturity of such
indebtedness is accelerated or such right of acceleration is not
rescinded or annulled within ten (10) days; or

(e) one or more final judgments (including, without limitation, any
judgment enforcing the judgment of a foreign court) and/or orders for the
immediate payment of money which, in the aggregate, exceed the greater of
(i) Two Hundred Million Dollars ($200,000,000) or (ii) ten percent

(10%) of the amount of Honeywell's consolidated stockholders' equity (as
reported in its then most recent annual report furnished to the Bank
pursuant to paragraph (a) of Subsection 7.1) shall be rendered against
Honeywell, HFI by a court or quasi-judicial body of competent
jurisdiction, and of or within the United States of America, and such
judgments or orders shall continue unsatisfied, in effect and unstayed
for a period of thirty (30) consecutive days after expiration of any
right of appeal, or for a re-hearing, with respect thereto; or

(f) the guaranty of Honeywell contained in Section 8 hereof shall at
any time and for any reason cease to be in full force and effect or shall
be declared null and void, or the validity or enforceability thereof
shall be contested by Honeywell or Honeywell shall deny it has any
further liability or obligation thereunder or shall fail to perform its
obligations thereunder;

such event shall constitute an Event of Default hereunder and the Bank may, by
notice to Honeywell and to each Borrower then indebted to it for which it has
been given an address for notices (1) declare all Loans to be forthwith due and
payable, whereupon all Loans, and all other amounts provided by this Agreement
with respect thereto and accrued Facility Fees, shall immediately become due
and payable and/or (2) declare the Commitment to be terminated.

9.2 Immediate Default. If any of the following events shall occur and be
continuing beyond any cure period, if any, applicable thereto:

(a) any proceeding shall be instituted against Honeywell or HFI in a
court of competent jurisdiction within the United States of America
seeking to adjudicate Honeywell or HFI a bankrupt or insolvent and such
proceedings shall continue undischarged and undismissed for a period of
one hundred twenty (120) days; or

(b) a court having proper jurisdiction shall enter a decree or order
for relief in respect of Honeywell or HFI in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Honeywell or
HFI or for any substantial part of their property or ordering the winding
up or liquidation of their affairs, and such decree or order shall remain
unstayed and in effect for a period of sixty (60) days; or

(c) Honeywell or HFI shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Honeywell or HFI or for
any substantial part of its property, or make any assignment for the
benefit of creditors or fail generally to pay its debts as such debts
become due or take any corporate action in furtherance of any of the
foregoing;

such event shall constitute an Event of Default hereunder and immediately upon
the occurrence any of such Events of Default, the Commitment shall terminate
forthwith and all Loans, and all other amounts provided by this Agreement with
respect thereto and accrued Facility Fees, shall immediately become due and
payable, all without the necessity of any notice.

SECTION 10. NOTICES

10.1 Mechanics. Notices of borrowing under Subsection 3.2 or 3.3,
confirmations thereof by Honeywell and notices of prepayment under Subsection
3.8, may be given or made telephonically or by facsimile, telex, telegram or
cable, and in any case confirmed by letter mailed on the same day. All other
notices or demands under this Agreement may be given by facsimile, telex,
telegram or cable, confirmed by letter within two (2) Banking Days. Any notice
may alternatively be given by a writing delivered by any available means, but
no such notice shall be effective until it is received. Every notice or demand
shall be sent to the following addresses:

If to the Bank:

The Chase Manhattan Bank, N.A.
2 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Facsimile: ________________

If to any Borrower:

Honeywell Inc.
Honeywell ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
Facsimile: 612/951-0697

with a copy to:

Honeywell Inc.
Office of General Counsel
Honeywell Plaza MN12-8251
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Senior Counsel
Facsimile: 612/951-0647

An additional copy of each notice, confirmation or demand to any Borrower
other then Honeywell or HFI shall be given to such Borrower at any different
address that may be notified to the Bank by such Borrower or by Honeywell.

Any such address may be changed by a notice in writing given by Honeywell
to the Bank or by the Bank to Honeywell, as the case may be.

10.2 Authorized Persons. All notices and demands hereunder from a
Borrower to the Bank shall be made by an authorized person, or by two
authorized persons where so specified (as set forth in the authority documents
provided to the Bank pursuant to Section 5). Authorized persons with respect
to Honeywell or any other Borrower shall be those named as having authority to
sign evidences of indebtedness to the Bank on behalf of Honeywell or such
Borrower, as the case may be, pursuant to any general banking resolution
provided to the Bank by Honeywell (as to any Borrower) or by any Borrower (as
to itself) from time to time, or as otherwise set forth in a written notice
provided to the Bank by Honeywell (as to any Borrower) or by any Borrower (as
to itself), signed on behalf of the notifying entity by its Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, President or Chief
Financial Officer, and by any Vice President, the Treasurer or any Assistant
Treasurer. The Bank may rely and act upon (and shall be fully protected in so
doing) any notice or request which purports to be given by an authorized person
or persons and which Bank reasonably believes to have been so given. In the
event of any discrepancy between a telephonic notice given pursuant to
Subsection 10.1 and any written confirmation thereof, the telephonic notice
shall govern if the Bank has acted in reliance thereon.

SECTION 11. WITHDRAWAL OF HFI

HFI may, by prior written notice to the Bank at any time when no Loan to
HFI is outstanding hereunder and all amounts then known to be payable in
respect of any Loans made to HFI hereunder have been paid to the Bank, cease to
be a party to this Agreement. Thereupon, all specific references to HFI in
this

Agreement, including (without limitation) its representations, warranties and
covenants hereunder, shall be of no further force or effect, HFI shall have no
further obligations as a party hereto except under Section 4, and any Event of
Default then existing relating to HFI shall be deemed to have been cured;
provided, that HFI may thereafter borrow hereunder on the same terms and with
the same effect (including, without limitation, the applicability of the
guaranty of Honeywell under Section 8) as apply to any other Subsidiary of
Honeywell.

SECTION 12. TERMINATION OF THE CREDIT AGREEMENT

Effective as of the Commencement Date, the Credit Agreement is hereby
terminated with respect to all parties thereto, and neither the Bank,
Honeywell, HFI nor any Subsidiary shall have any further obligations
thereunder, except for those relating to (i) the repayment of any Loans, if
any, outstanding as of the date hereof, (ii) any indemnities provided for
therein with respect to any party which by their terms survive the termination
of the Credit Agreement, or (iii) any fees due the Bank or any sums due the
Bank for costs incurred pursuant to the terms of the Credit Agreement.

SECTION 13. MISCELLANEOUS

13.1 Amendment. Any provision of this Agreement may be waived or
modified by an instrument in writing signed by Honeywell, HFI and the Bank.

13.2 No Waiver. No failure on the part of the Bank to exercise, and no
delay in exercising, any right hereunder shall preclude any other or further
exercise thereof or the exercise of any other right nor shall the single or
partial exercise of any right preclude any other further exercise thereof. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

13.3 Survival. All representations and warranties made herein shall
survive the making of the Loans hereunder.

13.4 Usury. Anything herein to the contrary notwithstanding, the
obligations of the Borrowers under this Agreement shall be subject to the
limitation that payments of interest to the Bank shall not be required to the
extent that receipt thereof would be contrary to provisions of law applicable
to the Bank limiting rates of interest which may be charged or collected by the
Bank.

13.5 Payment of Expenses. Honeywell shall reimburse the Bank on demand
for all its reasonable out-of-pocket expenses (including attorneys' fees and
disbursements attributable to the use of legal counsel, including costs
allocated by the Bank's internal legal department) incurred by the Bank in
acting hereunder in the case of any Event of Default or enforcement of the
Guaranty provided for in Section 8 hereof.

13.6 Judgment Currency. The currency in which each Loan made hereunder
is denominated and the place of payment designated therefor are of the essence.
The payment obligation of any Borrower hereunder in any currency and at any
designated place of payment shall not be discharged by an amount paid in
another currency or in another place, whether pursuant to a judgment or
otherwise, to the extent that the amount so paid on prompt conversion to the
currency in which such Loan is denominated and transfer to the designated place
of payment under normal banking procedures does not yield the amount owing
hereunder at the designated place of payment. In the event that any payment,
whether pursuant to a judgment or otherwise, upon conversion and transfer, does
not result in payment of such amount in the currency in which such Loan is
denominated at the designated place of payment, the Bank shall be entitled to
demand immediate payment of, and shall have a separate cause of action against
the Borrower for, the additional amount necessary to yield the amount of such
currency owing hereunder.

13.7 Governing Law; Etc. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
New York. Each Borrower hereby irrevocably submits to the jurisdiction of any
New York state or United States federal court sitting in New York County over
any action or proceeding arising out of or relating to this Agreement or any
promissory note evidencing any Loans made hereunder, and each Borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York state or federal court. Each Borrower
irrevocably consents to the service of any and all process in any such action
or proceeding by the mailing of copies of such process to such Borrower at its
address specified in or pursuant to Subsection 10.1 and, in the case of any
Borrower other than Honeywell or HFI, such Borrower hereby irrevocably appoints
Honeywell to be its agent for service of process with respect to it and its
property in any action or proceeding relating to this Agreement and the Loans
made to it hereunder. Each Borrower agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Each Borrower further waives any objection to venue in such state and any
objection to an action or proceeding in such state on the basis of forum non
conveniens.

Each Borrower further agrees that any action or proceeding brought against the
Bank shall be brought only in New York state or United States federal court
sitting in New York County. Each Borrower waives any right it may have to jury
trial.

13.8 Binding Effect. This Agreement shall be binding upon, and shall
inure to the benefit of, Honeywell, HFI, each Borrower and the Bank and their
respective successors and assigns. Subject to Subsection 13.9, neither
Honeywell, HFI, any Borrower nor the Bank may assign or transfer its rights or
obligations hereunder without the express written consent of the other parties.

13.9 Assignments and Participations. The Bank may at any time assign to
one or more banks or other institutions (each an "Assignee"), whose
creditworthiness is in Honeywell's reasonable opinion, comparable to that of
the Bank, all, or a proportionate part of all, of its rights under this
Agreement and any promissory note evidencing Loans made hereunder, with and
subject to the consent of Honeywell, which consent shall not be unreasonably
withheld; provided, however, that if an Assignee is an affiliate of the Bank,
and such affiliate's creditworthiness is rated at least A by S&P or A2 by
▇▇▇▇▇'▇, then no such consent shall be required. Notwithstanding the
foregoing, the Bank may at any time, without the consent of Honeywell, assign
all or any portion of its rights under this Agreement and any promissory note
evidencing Loans made hereunder, to a Federal Reserve Bank (provided, however,
that no such assignment to a Federal Reserve Bank shall release the Bank from
its obligations hereunder).

The Bank may at any time grant to one or more banks or other institutions
(each a "Participant") participating interests in its Commitment, or any or all
of its Loans, with and subject to the consent of Honeywell, which consent shall
not be unreasonably withheld; provided that if a Participant is an affiliate of
the Bank, and such affiliate's creditworthiness is rated at least A by S&P or
A2 by ▇▇▇▇▇'▇, then no such consent shall be required. In the event of any
such grant by the Bank of a participating interest to a Participant, whether or
not upon notice to Honeywell, the Bank shall remain responsible for the
performance of its obligations hereunder, and the Borrowers shall continue to
deal solely and directly with the Bank in connection with the Bank's rights and
obligations under this Agreement. Any agreement pursuant to which the Bank may
grant such a participating interest shall provide that the Bank shall retain
the sole right and responsibility to enforce the obligations of the Borrowers
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that the Bank will not agree to any
modification,

amendment or waiver of this Agreement (i) which increases or decreases the
Commitment Amount or (ii) reduces the principal of or rate of interest on any
Loan or fees hereunder or (iii) postpones the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder without the consent
of the Participant.

13.10 Calculation of Interest and Facility Fees. Both interest and
Facility Fees will be calculated to include the first day and exclude the last
day of each relevant period.

13.11 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

13.12 Confidentiality of Information. Except as otherwise required by
law or regulation, the Bank shall make a reasonable effort to comply with any
request by a Borrower for confidential treatment of non-public information
provided to the Bank by such Borrower pursuant to this Agreement.

13.13 Other Borrowings from the Bank. Nothing in this Agreement shall
restrict any Borrower from borrowing from the Bank from time to time at such
rates and on such terms and conditions as may be agreed to by such Borrower
(and by Honeywell if such Borrower is a Subsidiary of Honeywell other than HFI)
and the Bank, either under this Agreement or otherwise.

IN WITNESS WHEREOF, The parties have caused this Agreement to be executed
by the proper corporate officers thereunto duly authorized as of the day and
year first above written.

THE CHASE MANHATTAN HONEYWELL INC.
BANK, N.A.

By By
---------------------- ---------------------------
Its ▇▇▇▇ ▇. ▇▇▇▇▇,
------------------- Vice President and Treasurer

By
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Member, Treasury Management Team

HONEYWELL FINANCE INC.

By
---------------------------
▇▇▇▇ ▇ ▇▇▇▇▇, Treasurer

By
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President

EXHIBIT A

PROMISSORY NOTE

New York, New York [Date]

, a corporation organized under the laws of (the "Borrower"), for value
received, hereby promises to pay to the order of The Chase Manhattan Bank
(National Association) (the "Bank") at the principal office of the Bank, at 1
Chase Manhattan Plaza, New York, New York, or such other office or affiliate of
the Bank as the Bank shall designate for the account of the appropriate Lending
Office of the Bank, the principal amount of each Loan (as defined in the Credit
Agreement referred to below) made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below, in the currency in which such Loan is
denominated and in immediately available funds, on the dates and in the manner
provided in said Credit Agreement. The Borrower also promises to pay interest
on the unpaid principal amount of each Loan from the date of such Loan until
such principal amount is paid in full at such rates of interest and payable at
such times and in the manner provided in said Credit Agreement.

The date, type, currency, amount and maturity date of each Loan made by
the Bank to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Bank on its books and,
prior to any transfer of this Note, endorsed by the Bank on the Schedule
attached hereto or any continuation thereof.

This is one of the notes referred to in that certain Revolving Credit
Agreement (as amended from time to time, the "Credit Agreement") dated as of
October 1, 1995 among Honeywell Inc., Honeywell Finance Inc. and the Bank and
evidences Loans made by the Bank to the Borrower thereunder. All terms not
defined herein shall have the meanings given to them in the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of this
Note upon the occurrence of certain Events of Default and for prepayments of
Loans on the terms and conditions specified therein.

The Borrower waives presentment, notice of dishonor, protest and any other
notice or formalities with respect to this Note.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

[NAME OF BORROWER]
By
------------------------------
Name:
Title:

By
------------------------------
Name:
Title:

AFFIRMATION OF GUARANTY (in case of Subsidiary Borrowers)

Honeywell Inc. hereby affirms that the foregoing Note is guaranteed by
Honeywell Inc. as provided by Section 8 of the Credit Agreement.

By
------------------------------
Name:
Title:

Schedule

Date Made Principal
Prepaid Loan Number Amount and Maturity Balance Notation
or Repaid and Type Currency Date Outstanding By
--------- ----------- ---------- -------- ----------- --------

EXHIBIT B

[Form of] Accession Agreement

[Date]

The Chase Manhattan Bank
(National Association)
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

[Name of Subsidiary]

Ladies/Gentlemen:

Reference is made to the Revolving Credit Agreement dated as of October 1,
1995 among Honeywell Inc., Honeywell Finance Inc. and The Chase Manhattan Bank
(National Association) (the "Bank") (said Revolving Credit Agreement as it may
be amended from time to time being the "Credit Agreement"). Unless otherwise
defined herein, terms used herein shall have the meanings assigned to them in
the Credit Agreement.

The undersigned, in consideration of the Bank's agreement to extend credit
to it under and on the terms and conditions set forth in the Credit Agreement,
does hereby irrevocably agree to be bound by each of the provisions of the
Credit Agreement relating to it in its capacity as a Borrower. In furtherance
of the foregoing, the undersigned hereby represents and warrants to the Bank as
follows:

1. The undersigned is a corporation duly incorporated, validly
existing and in good standing (or the legal equivalent thereof, if
applicable) under the laws of, with full corporate power and legal right
to make this Accession Agreement and to incur and perform its obligations
hereunder, and under the Credit Agreement and each promissory note (a
"Note") executed and delivered by it pursuant to the terms of the Credit
Agreement.

2. The execution and delivery by the undersigned of this Accession
Agreement and each Note and the performance by the undersigned of its
obligations under the Credit Agreement and its Note(s) have been duly
authorized by all necessary corporate action and do not and will not
violate any provisions of law or of its charter or by-laws or result in
the breach of or constitute a default or require any consent under any
indenture or loan or other agreement or instrument to which the
undersigned is a party or by which

it or its properties may be bound or affected. This Accession Agreement,
the Credit Agreement and the Note(s) of the undersigned are the legal,
valid and binding obligations of the undersigned enforceable against the
undersigned in accordance with their respective terms.

3. There are no suits or proceeding pending or, to the knowledge of
the undersigned, threatened, against or affecting the undersigned which
are likely to have a material adverse effect on its financial condition
or business.

4. No consent or approval from, or notice to or filing with, any
federal, state or other regulatory authority is required in connection
with its making or performance of this Agreement nor will such making or
performance violate any law or regulation applicable to it or, if any
such notice or filing is required, it has been duly completed.

This Accession Agreement shall not be effective unless Honeywell
Inc. shall have executed the consent below. This Accession Agreement
shall be governed by, and construed in accordance with, the laws of the
State of New York, United States of America.

Very truly yours,

[Name of Subsidiary]

By
------------------------
Name:
Title:

Consented to by Honeywell Inc. as of
the day first above written:

By:
--------------------
Name:
Title:

TABLE OF CONTENTS

PAGE
----

SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . 1

SECTION 2. COMMITMENT; FEES . . . . . . . . . . . . . .. 5

2.1 Commitment to Lend . . . . . . . . . . . . . . 5
2.2 Commitment Reduction . . . . . . . . . . . . . 5
2.3 Facility Fee . . . . . . . . . . . . . . . . . 5

SECTION 3. LOANS . . . . . . . . . . . . . . . . . . . . . 6

3.1 Amount; Type; Commission . . . . . . . . . . . 6
3.2 Notice of Borrowing . . . . . . . . . . . . . . 7
3.3 In-Country Loans . . . . . . . . . . . . . . . 7
3.4 Maturity . . . . . . . . . . . . . . . . . . . 7
3.5 Interest . . . . . . . . . . . . . . . . . . . 8
3.6 Availability of Funds . . . . . . . . . . . . . 9
3.7 Payments . . . . . . . . . . . . . . . . . . . 9
3.8 Prepayment . . . . . . . . . . . . . . . . . . 9
3.9 Promissory Note and Loan Account . . . . . . . 9

SECTION 4. ILLEGALITY, CAPITAL ADEQUACY, INCREASED COSTS
AND TAXES . . . . . . . . . . . . . . . . . . . 10

4.1 Illegality . . . . . . . . . . . . . . . . . . 10
4.2 Capital Adequacy . . . . . . . . . . . . . . . 10
4.3 Increased Costs . . . . . . . . . . . . . . . . 11
4.4 Increased Taxes . . . . . . . . . . . . . . . . 12
4.5 Withholding Taxes . . . . . . . . . . . . . . . 12
4.6 Minimizing Taxes . . . . . . . . . . . . . . . 13
4.7 Bank's Determination . . . . . . . . . . . . . 13
4.8 Survival . . . . . . . . . . . . . . . . . . . 13

SECTION 5. CONDITIONS OF LENDING . . . . . . . . . . . . . 13

SECTION 6. REPRESENTATIONS AND WARRANTIES . . . . . . . . 14

SECTION 7. COVENANTS . . . . . . . . . . . . . . . . . . . 16

7.1 Information . . . . . . . . . . . . . . . . . . 16
7.2 Negative Pledge . . . . . . . . . . . . . . . . 18
7.3 Restrictions Regarding HFI . . . . . . . . . . 19
7.4 Borrower May Consolidate, etc., on
Certain Terms . . . . . . . . . . . . . . . . . 19
7.5 Maintenance of Insurance . . . . . . . . . . . 19
7.6 Use of Proceeds . . . . . . . . . . . . . . . . 20
7.7 Pari Passu . . . . . . . . . . . . . . . . . . 20

SECTION 8. GUARANTY . . . . . . . . . . . . . . . . . . . 20

SECTION 9. EVENTS OF DEFAULT . . . . . . . . . . . . . . . 22

9.1 Default with Notice . . . . . . . . . . . . . . 22
9.2 Immediate Default . . . . . . . . . . . . . . . 23

SECTION 10. NOTICES . . . . . . . . . . . . . . . . . . . . 24

10.1 Mechanics . . . . . . . . . . . . . . . . . . . 24
10.2 Authorized Persons . . . . . . . . . . . . . . 25

SECTION 11. WITHDRAWAL OF HFI . . . . . . . . . . . . . . . 25

SECTION 12. TERMINATION OF THE CREDIT AGREEMENT . . . . . . 25

SECTION 13. MISCELLANEOUS . . . . . . . . . . . . . . . . . 26

13.1 Amendment . . . . . . . . . . . . . . . . . . . 26
13.2 No Waiver . . . . . . . . . . . . . . . . . . . 26
13.3 Survival . . . . . . . . . . . . . . . . . . . 26
13.4 Usury . . . . . . . . . . . . . . . . . . . . . 26
13.5 Payment of Expenses . . . . . . . . . . . . . . 26
13.6 Judgment Currency . . . . . . . . . . . . . . . 26
13.7 Governing Law . . . . . . . . . . . . . . . . . 27
13.8 Binding Effect . . . . . . . . . . . . . . . . 27
13.9 Assignments and Participants . . . . . . . . . 27
13.10 Calculation of Interest and Facility Fees . . . 28
13.11 Counterparts . . . . . . . . . . . . . . . . . 28
13.12 Confidentiality . . . . . . . . . . . . . . . . 28
13.13 Other Borrowings from the Bank . . . . . . . . 28

EXHIBITS

Exhibit A Promissory Note . . . . . . . . . . . . . . . .30
Exhibit B Accession Agreement . . . . . . . . . . . . . .33

REVOLVING CREDIT AGREEMENT

AMONG

HONEYWELL INC.,

HONEYWELL FINANCE INC.,

and

THE CHASE MANHATTAN BANK, N.A.

dated as of October 1, 1995

AMONG HONEYWELL INC., as the Borrower

Document Metadata

Document Metadata

Table of Contents