Honeywell 2003 Annual Report Download - page 215

(c) Agent's Fees. The Company shall pay to the Agent for its own
account such fees, and at such times, as the Company and the Agent may
separately agree.
SECTION 2.06. Termination or Reduction of the Commitments. (a)
Optional Ratable Termination or Reduction. The Company shall have the right,
upon at least three Business Days' notice to the Agent, to terminate in whole or
reduce ratably in part the Unused Commitments of the Lenders, provided that each
partial reduction shall be in an aggregate amount not less than $10,000,000 or
an integral multiple of $1,000,000 in excess thereof. The aggregate amount of
the Commitments, once reduced as provided in this Section 2.06(a), may not be
reinstated.
(b) Non-Ratable Termination by Assignment. The Company shall have the
right, upon at least ten Business Days' written notice to the Agent (which shall
then give prompt notice thereof to the relevant Lender), to require any Lender
to assign, pursuant to and in accordance with the provisions of Section 9.06,
all of its rights and obligations under this Agreement and under the Notes to an
Eligible Assignee selected by the Company; provided, however, that (i) no Event
of Default shall have occurred and be continuing at the time of such request and
at the time of such assignment; (ii) the assignee shall have paid to the
assigning Lender the aggregate principal amount of, and any interest accrued and
unpaid to the date of such assignment on, the Note or Notes of such Lender;
(iii) the Company shall have paid to the assigning Lender any and all facility
fees and Letter of Credit fees payable to such Lender and all other accrued and
unpaid amounts owing to such Lender under any provision of this Agreement
(including, but not limited to, any increased costs or other additional amounts
owing under Section 2.11 and any indemnification for Taxes under Section 2.14)
as of the effective date of such assignment; (iv) if the assignee selected by
the Company is not an existing Lender, such assignee or the Company shall have
paid the processing and recordation fee required under Section 9.06(a) for such
assignment and (v) if the assigning Lender is an Issuing Bank, the Company shall
pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to
the Available Amount of all Letters of Credit issued by such Issuing Bank;
provided further that the Company shall have no right to replace more than three
Lenders in any calendar year pursuant to this Section 2.06(b); and provided
further that the assigning Lender's rights under Sections 2.11, 2.14 and 9.04,
and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.
(c) Non-Ratable Reduction. (i) The Company shall have the right, at
any time other than during any Rating Condition, upon at least ten Business
Days' notice to a Lender (with a copy to the Agent), to terminate in whole such
Lender's Commitments. Such termination shall be effective, (x) with respect to
such Lender's Unused Commitment, on the date set forth in such notice, provided,
however, that such date shall be no earlier than ten Business Days after receipt
of such notice and (y) with respect to each Advance outstanding to such Lender,
in the case of Base Rate Advances, on the date set forth in such notice and, in
the case of Eurocurrency Rate, on the last day of the then current Interest
Period relating to such Advance; provided further, however, that such
termination shall not be effective, if, after giving effect to such termination,
the Company would, under this Section 2.06(c), reduce the Lenders' Revolving
Credit Commitments in any calendar year by an amount in excess of the Revolving
Credit Commitments of any three Lenders or $240,000,000, whichever is greater on
the date of such
29