Honeywell 2004 Annual Report Download - page 144

(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
the applicable Telerate Page as the London interbank offered rate for
deposits in Dollars or in the relevant Foreign Currency at approximately
11:00 A.M. (London time) two Business Days prior to the first day of such
Interest Period or, if for any reason such rate is not available, the
average (rounded upward to the nearest whole multiple of 1/32 of 1% per
annum, if such average is not such a multiple) of the rate per annum at
which deposits in Dollars or in the relevant Foreign Currency are offered
by the principal office of each of the Reference Banks in London, England
to prime banks in the London interbank market at 11:00 A.M. (London time)
two Business Days before the first day of such Interest Period in an
amount substantially equal to the amount that would be the Reference
Banks' respective ratable shares of such Borrowing if such Borrowing were
to be a Revolving Credit Borrowing to be outstanding during such Interest
Period and for a period equal to such Interest Period or, (ii) in the case
of any Advance denominated in Euros, the EURIBO Rate by (b) a percentage
equal to 100% minus the Eurocurrency Rate Reserve Percentage for such
Interest Period. If the Telerate Page is unavailable, the LIBO Rate for
any Interest Period for each LIBO Rate Advance comprising part of the same
Competitive Bid Borrowing shall be determined by the Agent on the basis of
applicable rates furnished to and received by the Agent from the Reference
Banks two Business Days before the first day of such Interest Period,
subject, however, to the provisions of Section 2.09.
"LIBO Rate Advance" means a Competitive Bid Advance denominated in
Dollars or in any Foreign Currency and bearing interest based on the LIBO
Rate.
"Lien" means any lien, mortgage, pledge, security interest or other
charge or encumbrance of any kind.
"Local Rate Advance" means a Competitive Bid Advance denominated in
any Foreign Currency sourced from the jurisdiction of issuance of such
Foreign Currency and bearing interest at a fixed rate.
"Major Currencies" means lawful currency of the United Kingdom of
Great Britain and Northern Ireland, lawful currency of Japan and Euros.
"Majority Lenders" means at any time Lenders holding at least 51% of
the then aggregate principal amount (based on the Equivalent in Dollars at
such time) of the Revolving Credit Advances owing to Lenders, or, if no
such principal amount is then outstanding, Lenders having at least 51% of
the Revolving Credit Commitments.
"Material Adverse Change" means any material adverse change in the
financial condition or results of operations of the Company and its
Consolidated Subsidiaries taken as a whole.
"Material Adverse Effect" means a material adverse effect on (a) the
financial condition or results of operations of the Company and its
Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of
the Agent or any Lender under this Agreement
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