Honeywell 2004 Annual Report Download - page 146

liability company or other entity, or a government or any political
subdivision or agency thereof.
"Plan" means a Single Employer Plan or a Multiple Employer Plan.
"Process Agent" has the meaning specified in Section 9.12(a).
"Public Debt Rating" means, as of any date, the highest rating that
has been most recently announced by either S&P or Moody's, as the case may
be, for any class of non-credit enhanced long-term senior unsecured debt
issued by the Company. For purposes of the foregoing, (a) if only one of
S&P and Moody's shall have in effect a Public Debt Rating, the Applicable
Letter of Credit Rate, the Applicable Margin, the Applicable Utilization
Fee and the Applicable Percentage shall be determined by reference to the
available rating; (b) if neither S&P nor Moody's shall have in effect a
Public Debt Rating, the Applicable Margin, the Applicable Utilization Fee
and the Applicable Percentage will be set in accordance with Level 5 under
the definition of "Applicable Letter of Credit Rate", "Applicable Margin",
"Applicable Utilization Fee" or "Applicable Percentage", as the case may
be; (c) if the ratings established by S&P and Moody's shall fall within
different levels, the Applicable Letter of Credit Rate, the Applicable
Margin, the Applicable Utilization Fee and the Applicable Percentage shall
be based upon the higher rating, provided that if the lower of such
ratings is more than one level below the higher of such ratings, the
Applicable Letter of Credit Rate, the Applicable Margin, the Applicable
Utilization Fee and the Applicable Percentage shall be determined by
reference to the level that is one level above such lower rating; (d) if
any rating established by S&P or Moody's shall be changed, such change
shall be effective as of the date on which such change is first announced
publicly by the rating agency making such change; and (e) if S&P or
Moody's shall change the basis on which ratings are established, each
reference to the Public Debt Rating announced by S&P or Moody's, as the
case may be, shall refer to the then equivalent rating by S&P or Moody's,
as the case may be.
"Ratable Share" of any amount means, with respect to any Lender at
any time, the product of (a) a fraction the numerator of which is the
amount of such Lender's Revolving Credit Commitment at such time and the
denominator of which is the aggregate Revolving Credit Commitments at such
time and (b) such amount.
"Rating Condition" has the meaning specified in Section 2.06(c)(ii).
"Rating Condition Notice" has the meaning specified in Section
2.06(c)(ii).
"Reference Banks" means Citibank, Bank of America, N.A., JPMorgan
Chase Bank and Deutsche Bank AG New York Branch.
"Register" has the meaning specified in Section 9.06(d).
"Restricted Property" means (a) any property of the Company located
within the United States of America that, in the opinion of the Company's
Board of Directors, is a
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