Honeywell 2002 Annual Report Download - page 65

"Change of Control" means that (i) any Person or group of Persons
(within the meaning of Section 13 or 14 of the Securities Exchange Act of
1934, as amended (the "Act")) (other than the Company, any Subsidiary of
the Company or any savings, pension or other benefit plan for the benefit
of employees of the Company or its Subsidiaries) which theretofore
beneficially owned less than 30% of the Voting Stock of the Company then
outstanding shall have acquired beneficial ownership (within the meaning of
Rule 13d-3 promulgated by the Securities and Exchange Commission under the
Act) of 30% or more in voting power of the outstanding Voting Stock of the
Company or (ii) during any period of twelve consecutive calendar months
commencing at the Effective Date, individuals who at the beginning of such
twelve-month period were directors of the Company shall cease to constitute
a majority of the Board of Directors of the Company.
"Commitment" means as to any Lender (i) the Dollar amount set forth
opposite its name on the signature pages hereof, (ii) if such Lender has
become a Lender hereunder pursuant to an Assumption Agreement, the Dollar
amount set forth as its Commitment in such Assumption Agreement or (iii) if
such Lender has entered into any Assignment and Acceptance, the Dollar
amount set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 9.07(d), in each case as the same
may be terminated or reduced, as the case may be, pursuant to Section 2.05.
"Competitive Bid Advance" means an advance by a Lender to any Borrower
as part of a Competitive Bid Borrowing resulting from the competitive
bidding procedure described in Section 2.03 and refers to a Fixed Rate
Advance, a LIBO Rate Advance or a Local Rate Advance (each of which shall
be a "Type" of Competitive Bid Advance).
"Competitive Bid Borrowing" means a borrowing consisting of
simultaneous Competitive Bid Advances from each of the Lenders whose offer
to make one or more Competitive Bid Advances as part of such borrowing has
been accepted under the competitive bidding procedure described in Section
2.03.
"Competitive Bid Note" means a promissory note of any Borrower payable
to the order of any Lender, in substantially the form of Exhibit A-2
hereto, evidencing the indebtedness of such Borrower to such Lender
resulting from a Competitive Bid Advance made by such Lender to such
Borrower.
"Competitive Bid Reduction" has the meaning specified in Section 2.01.
"Consenting Lenders" has the meaning specified in Section 2.16(b).
"Consolidated" refers to the consolidation of accounts in accordance
with GAAP.
"Consolidated Subsidiary" means, at any time, any Subsidiary the
accounts of which are required at that time to be included on a
Consolidated basis in the Consolidated financial statements of the Company,
assuming that such financial statements are prepared in accordance with
GAAP.
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