Honeywell 2003 Annual Report Download - page 216

termination. Notwithstanding the preceding proviso, the Company may terminate in
whole the Commitments of any Lender in accordance with the terms and conditions
set forth in Section 2.06(b). Upon termination of a Lender's Commitments under
this Section 2.06(c), the Company will pay or cause to be paid all principal of,
and interest accrued to the date of such payment on, Advances owing to such
Lender and pay any facility fees or Letter of Credit fees payable to such Lender
pursuant to the provisions of Section 2.05, and all other amounts payable to
such Lender hereunder (including, but not limited to, any increased costs or
other amounts owing under Section 2.11 and any indemnification for Taxes under
Section 2.14); and upon such payments and, if such Lender is an Issuing Bank,
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, the obligations of such Lender hereunder shall, by the provisions hereof,
be released and discharged; provided, however, that such 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
release and discharge as to matters occurring prior to such date. The aggregate
amount of the Commitments of the Lenders once reduced pursuant to this Section
2.06(c) may not be reinstated.
(ii) For purposes of this Section 2.06(c) only, the term "Rating
Condition" shall mean a period commencing with notice (a "Rating Condition
Notice") by the Agent to the Company and the Lenders to the effect that the
Agent has been informed that the rating of the senior public Debt of the Company
is unsatisfactory under the standard set forth in the next sentence, and ending
with notice by the Agent to the Company and the Lenders to the effect that such
condition no longer exists. The Agent shall give a Rating Condition Notice
promptly upon receipt from the Company or any Lender of notice stating, in
effect, that both of S&P and Moody's (or any successor by merger or
consolidation to the business of either thereof), respectively, then rate the
senior public Debt of the Company lower than BBB- and Baa3. The Company agrees
to give notice to the Agent forthwith upon any change in a rating by either such
organization of the senior public Debt of the Company; the Agent shall have no
duty whatsoever to verify the accuracy of any such notice from the Company or
any Lender or to monitor independently the ratings of the senior public Debt of
the Company and no Lender shall have any duty to give any such notice. The Agent
shall give notice to the Lenders and the Company as to the termination of a
Rating Condition promptly upon receiving a notice from the Company to the Agent
(which notice the Agent shall promptly notify to the Lenders) stating that the
rating of the senior public Debt of the Company does not meet the standard set
forth in the second sentence of this clause (ii), and requesting that the Agent
notify the Lenders of the termination of the Rating Condition. The Rating
Condition shall terminate upon the giving of such notice by the Agent.
(d) Termination by a Lender. In the event that a Change of Control
occurs, each Lender may, by notice to the Company and the Agent given not later
than 50 calendar days after such Change of Control, terminate its Revolving
Credit Commitment and its Unissued Letter of Credit Commitment, if any, which
Commitments shall be terminated effective as of the later of (i) the date that
is 60 calendar days after such Change of Control or (ii) the end of the Interest
Period for any Eurocurrency Rate Advance outstanding at the time of such Change
of Control or for any Eurocurrency Rate Advance made pursuant to the next
sentence of this Section 2.06(d). Upon the occurrence of a Change of Control,
each Borrower's right to make a Borrowing or request the issuance of a Letter of
Credit under this Agreement shall be suspended for a period of 60 calendar days,
except for Base Rate Advances and Eurocurrency Rate
Lender.
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