Honeywell 2002 Annual Report Download - page 96

SECTION 2.15. Use of Proceeds. The proceeds of the Advances shall be
available (and each Borrower agrees that it shall use such proceeds) for general
corporate purposes of such Borrower and its Subsidiaries, including, without
limitation, backstop of commercial paper.
SECTION 2.16. Extension of Termination Date. (a) At least 45 (but no
earlier than 60) days prior to the Termination Date then in effect and provided
all representations and warranties are true and correct in all material respects
and no Event of Default has occurred and is continuing, the Company may, at its
option, by written notice to the Agent, request that the Lenders extend the
Termination Date for an additional 364 days from the Termination Date then in
effect; provided, however, that the Company shall not have made the Term Loan
Election for Revolving Credit Advances outstanding on such Termination Date
prior to such time. Each Lender, in its sole discretion, shall consent or not
consent to such extension and shall notify the Agent of its consent or
nonconsent to such extension within 20 Business Days of notice of such request
from the Agent. If all of the Lenders consent in writing, the then applicable
Termination Date shall, effective as at such Termination Date (the "Extension
Date"), be extended for a period of 364 days from such Extension Date.
(b) If not all of the Lenders consent, pursuant to subsection (a) of
this Section 2.16, to an extension of the Termination Date then in effect (the
Lenders so consenting in writing being the "Consenting Lenders", and any Lender
not so consenting being a "Non-Consenting Lender"), the Company may:
(i) arrange for one or more Consenting Lenders or other Eligible
Assignees as Assuming Lenders to assume, effective on the Extension Date,
any Non-Consenting Lender's Commitment and all of the obligations of such
Lender under this Agreement thereafter arising, and effective on such
Extension Date, each such Consenting Lender or such Assuming Lender will be
substituted for such Non-Consenting Lender under this Agreement; provided,
however, that the amount of the Commitment of any such Assuming Lender as a
result of such substitution shall in no event be less than $10,000,000;
provided further that (i) any such Consenting Lender or Assuming Lender
shall have paid to such Non-Consenting Lender the aggregate principal
amount of, and any interest accrued and unpaid to the date of the
assignment on, the Advances of such Non-Consenting Lender; (ii) the Company
shall have paid to such Non-Consenting Lender any and all facility fees and
other fees payable to such Non-Consenting Lender and all other accrued and
unpaid amounts owing to such Non-Consenting Lender under any provision of
this Agreement (including, but not limited to, any increased costs or other
additional amounts owing under Section 2.10, and any indemnification for
Taxes under this Section 2.13) as of the effective date of such assignment;
and (iii) with respect to any such Assuming Lender, such Assuming Lender or
the Company shall have paid the applicable processing and recordation fee
required under Section 9.07(a) for such assignment; provided further that
such Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and
its obligations under Section 8.05, shall survive such substitution as to
matters occurring prior to the date of substitution; provided further that,
on or prior to the tenth day prior to the Extension Date, (x) any such
Assuming Lender shall have delivered to the Company and the Agent an
Assumption Agreement in substantially the form of Exhibit D hereto, duly
executed by such Assuming Lender, such Non-Consenting
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