Honeywell 2003 Annual Report Download - page 201

Rating, the Applicable Letter of Credit Rate, the Applicable Margin, the
Applicable Utilization Fee and the Applicable Percentage shall be
determined by reference to the available rating; (b) if neither S&P nor
Moody's shall have in effect a Public Debt Rating, the Applicable Margin,
the Applicable Utilization Fee and the Applicable Percentage will be set in
accordance with Level 5 under the definition of "Applicable Letter of
Credit Rate", "Applicable Margin", "Applicable Utilization Fee" or
"Applicable Percentage", as the case may be; (c) if the ratings established
by S&P and Moody's shall fall within different levels, the Applicable
Letter of Credit Rate, the Applicable Margin, the Applicable Utilization
Fee and the Applicable Percentage shall be based upon the higher rating,
provided that if the lower of such ratings is more than one level below the
higher of such ratings, the Applicable Letter of Credit Rate, the
Applicable Margin, the Applicable Utilization Fee and the Applicable
Percentage shall be determined by reference to the level that is one level
above such lower rating; (d) if any rating established by S&P or Moody's
shall be changed, such change shall be effective as of the date on which
such change is first announced publicly by the rating agency making such
change; and (e) if S&P or Moody's shall change the basis on which ratings
are established, each reference to the Public Debt Rating announced by S&P
or Moody's, as the case may be, shall refer to the then equivalent rating
by S&P or Moody's, as the case may be.
"Ratable Share" of any amount means, with respect to any Lender at any
time, the product of (a) a fraction the numerator of which is the amount of
such Lender's Revolving Credit Commitment at such time and the denominator
of which is the aggregate Revolving Credit Commitments at such time and (b)
such amount.
"Rating Condition" has the meaning specified in Section 2.06(c)(ii).
"Rating Condition Notice" has the meaning specified in Section
2.06(c)(ii).
"Reference Banks" means Citibank, Bank of America, N.A., JPMorgan
Chase Bank and Deutsche Bank AG New York Branch.
"Register" has the meaning specified in Section 9.06(d).
"Restricted Property" means (a) any property of the Company located
within the United States of America that, in the opinion of the Company's
Board of Directors, is a principal manufacturing property or (b) any shares
of capital stock or Debt of any Subsidiary owning any such property.
"Revolving Credit Advance" means an advance by a Lender to any
Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
Advance or a Eurocurrency Rate Advance (each of which shall be a "Type" of
Revolving Credit Advance).
"Revolving Credit Borrowing" means a borrowing consisting of
simultaneous Revolving Credit Advances of the same Type made by each of the
Lenders pursuant to Section 2.01.
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