Honeywell 2003 Annual Report Download - page 212

SECTION 2.04. Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be issued
upon notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of Credit
(or on such shorter notice as the applicable Issuing Bank may agree), by any
Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt
notice thereof by facsimile. Each such notice of issuance of a Letter of Credit
(a "Notice of Issuance") shall be by telephone, confirmed immediately in
writing, or facsimile, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount and currency
(which shall be a Major Currency or Dollars) of such Letter of Credit, (C)
expiration date of such Letter of Credit (which shall not be later than the
Termination Date), (D) name and address of the beneficiary of such Letter of
Credit and (E) form of such Letter of Credit, and shall be accompanied by such
customary application and agreement for letter of credit as such Issuing Bank
may specify to the Borrower requesting such issuance for use in connection with
such requested Letter of Credit (a "Letter of Credit Application"). If (A) the
requested form of such Letter of Credit, in the reasonable judgment of the
Issuing Bank, conforms to standard practices of financial institutions that
regularly issue letters of credit and (B) the issuance of a letter of credit to
the beneficiary of such Letter of Credit would not, in the reasonable judgment
of the Issuing Bank, violate or conflict with (y) any regulatory or legal
restriction applicable to the Issuing Bank, or (z) any internal policy,
procedure or guideline of, the Issuing Bank that is consistent with standard
practices of financial institutions that regularly issue letters of credit, then
such Issuing Bank will, upon fulfillment of the applicable conditions set forth
in Article III, make such Letter of Credit available to the Borrower requesting
such issuance at its office referred to in Section 9.02 or as otherwise agreed
with such Borrower in connection with such issuance. In the event and to the
extent that the provisions of any Letter of Credit Application shall conflict
with this Agreement, the provisions of this Agreement shall govern. An Issuing
Bank that issues a Letter of Credit which expires prior to the Termination Date
but provides for automatic extension of the expiry date will not exercise its
right to prevent the automatic extension of the expiry date unless (i) the
applicable conditions set forth in Section 3.04 are not satisfied as to the date
of such Issuing Bank's required notice of non-extension, or (ii) such automatic
extension would extend the expiry date beyond the Termination Date.
(b) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, such
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Ratable Share of the Available Amount of such Letter of Credit. Each
Borrower hereby agrees to each such participation. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's
Ratable Share of each drawing made under a Letter of Credit funded by such
Issuing Bank and not reimbursed by the applicable Borrower on the date made, or
of any reimbursement payment required to be refunded to any Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
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