Honeywell 2003 Annual Report Download - page 73

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Level 5
Lower than Level 4 0.125%
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"Applicable Utilization Fee" means, as of any date prior to the Term
Loan Conversion Date that the aggregate Advances exceed 50% of the
aggregate Commitments, a percentage per annum determined by reference to
the Public Debt Rating in effect on such date as set forth below:
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Public Debt Rating Applicable
S&P/Moody's Utilization Fee
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Level
A+ or A1 or above 0.050%
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Level 2
Lower than Level 1 but
at least A or A2 0.050%
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Level 3
Lower than Level 2 but
at least A- or A3 0.100%
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Level 4
Lower than Level 3 but
at least BBB+ or Baa1 0.125%
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Level 5
Lower than Level 4 0.125%
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"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by the Agent, in
substantially the form of Exhibit C hereto.
"Assuming Lender" means an Eligible Assignee not previously a Lender
that becomes a Lender hereunder pursuant to Section 2.16.
"Assumption Agreement" means an agreement in substantially the form of
Exhibit D hereto by which an Eligible Assignee agrees to become a Lender
hereunder pursuant to Section 2.16, in each case agreeing to be bound by
all obligations of a Lender hereunder.
"Base Rate" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the
highest of:
(a) the rate of interest announced publicly by Citibank in New
York, New York, from time to time, as Citibank's base rate;
(b) the sum (adjusted to the nearest 1/32 of 1% or, if there is
no nearest 1/32 of 1%, to the next higher 1/32 of 1%) of (i) 1/2 of 1%
per annum, plus (ii) the rate obtained by dividing (A) the latest
three-week moving average of secondary market morning offering rates
in the United States for three-month
3