Honeywell 2002 Annual Report Download - page 174

EXHIBIT 10.11
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
Dated as of November 27, 2002
AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among HONEYWELL
INTERNATIONAL INC., a Delaware corporation (the "Company"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "Lenders") and Citibank, N.A., as agent
(the "Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Company, the Lenders and the Agent have entered into a Five
Year Credit Agreement dated as of December 2, 1999 (the "Credit Agreement").
Capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement.
(2) The Company and the Required Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement . The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4, hereby amended as follows:
(a) The definition of "Base Rate" in Section 1.01 is amended by adding
at the end of clause (b) the word "and", by inserting a period after the phrase
"Federal Funds Rate" in clause (c), deleting the word "and" at the end of clause
(c) and deleting clause (d).
(b) The parenthetical clause in the definition of "Business Day" in
Section 1.01 is amended in full to read "(or, in the case of an Advance
denominated in Euros, on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open)".
(c) The definition of "Change of Control" in Section 1.01 is amended
by deleting from clause (ii) the phrase "the effective time of the merger of
Honeywell Inc. and a wholly owned Subsidiary of the Company as contemplated by
the Merger Agreement" and substituting therefor the phrase "the Effective Date".
(d) Clause (a)(ii) of the definition of "ERISA Event" in Section 1.01
is amended in full to read as follows:
(ii) the requirements of subsection (1) of Section 4043(b) of
ERISA are met with respect to a contributing sponsor, as defined in Section
4001(a)(13) of ERISA,