Honeywell 2003 Annual Report Download - page 221

(determined on the date notice of prepayment is given) in excess thereof and (y)
in the event of any such prepayment of a Eurocurrency Rate Advance other than on
the last day of the Interest Period therefor, such Borrower shall be obligated
to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). Each
notice of prepayment by a Designated Subsidiary shall be given to the
Administrative Agent through the Company.
(b) Mandatory Prepayments. (i) If, on any date, the sum of (A) the
aggregate principal amount of all Advances denominated in Dollars then
outstanding plus (B) the Equivalent in Dollars (determined on the third Business
Day prior to such date) of the aggregate principal amount of all Advances
denominated in Foreign Currencies then outstanding plus (C) the aggregate
Available Amount of all Letters of Credit denominated in Dollars then
outstanding plus (D) the Equivalent in Dollars (determined on the third Business
Day prior to such date) of the aggregate Available Amount of all Letters of
Credit denominated in Major Currencies then outstanding exceeds 103% of the
aggregate Commitments of the Lenders on such date, the Company and each other
Borrower, if any, shall thereupon promptly prepay the outstanding principal
amount of any Advances owing by such Borrower in an aggregate amount (or deposit
an amount in the L/C Cash Deposit Account) sufficient to reduce such sum
(calculated on the basis of the Available Amount of Letters of Credit being
reduced by the amount in the L/C Cash Deposit Account) to an amount not to
exceed 100% of the aggregate Commitments of the Lenders on such date, together
with any interest accrued to the date of such prepayment on the principal
amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate
Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the
last day of an Interest Period or at its maturity, any additional amounts which
such Borrower shall be obligated to reimburse to the Lenders in respect thereof
pursuant to Section 9.04(c). The Agent shall give prompt notice of any
prepayment required under this Section 2.10(b)(i) to the Borrowers and the
Lenders.
(ii) If, on any date, the sum of (A) the Equivalent in Dollars of the
aggregate principal amount of all Eurocurrency Rate Advances denominated in
Major Currencies then outstanding plus (B) the Equivalent in Dollars of the
aggregate principal amount of all Competitive Bid Advances denominated in
Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the
aggregate Available Amount of all Letters of Credit denominated in Major
Currencies then outstanding (in each case, determined on the third Business Day
prior to such date), shall exceed 110% of $500,000,000, the Company and each
other Borrower shall prepay the outstanding principal amount of any such
Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such
Borrower, on the last day of the Interest Periods relating to such Advances, in
an aggregate amount (or deposit an amount in the L/C Cash Deposit Account)
sufficient to reduce such sum (calculated on the basis of the Available Amount
of Letters of Credit being reduced by the amount in the L/C Cash Deposit
Account) to an amount not to exceed $500,000,000, together with any interest
accrued to the date of such prepayment on the principal amounts prepaid. The
Agent shall give prompt notice of any prepayment required under this Section
2.10(b)(ii) to the Borrowers and the Lenders.
SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority including, without limitation, any agency
of the European Union or
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