Honeywell 2004 Annual Report Download - page 160

March, June, September and December, commencing with the quarter ended December
31, 2004, and on and after the Termination Date payable upon demand; provided
that the Applicable Letter of Credit Rate shall be 1% above the Applicable
Letter of Credit Rate in effect upon the occurrence and during the continuation
of an Event of Default if the Borrowers are required to pay default interest
pursuant to Section 2.08(b).
(ii) Each Borrower shall pay to each Issuing Bank for its own
account such reasonable fees as have been agreed between the Company and
such Issuing Bank.
(c) Agent's Fees. The Company shall pay to the Agent for its own
account such fees, and at such times, as the Company and the Agent may
separately agree.
SECTION 2.06. Termination or Reduction of the Commitments. (a)
Optional Ratable Termination or Reduction. The Company shall have the right,
upon at least three Business Days' notice to the Agent, to terminate in whole or
permanently reduce ratably in part the Unused Commitments of the Lenders,
provided that each partial reduction shall be in an aggregate amount not less
than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. The
aggregate amount of the Commitments, once reduced as provided in this Section
2.06(a), may not be reinstated.
(b) Non-Ratable Termination by Assignment. The Company shall have
the right, upon at least ten Business Days' written notice to the Agent (which
shall then give prompt notice thereof to the relevant Lender), to require any
Lender to assign, pursuant to and in accordance with the provisions of Section
9.06, all of its rights and obligations under this Agreement and under the Notes
to an Eligible Assignee selected by the Company; provided, however, that (i) no
Event of Default shall have occurred and be continuing at the time of such
request and at the time of such assignment; (ii) the assignee shall have paid to
the assigning Lender the aggregate principal amount of, and any interest accrued
and unpaid to the date of such assignment on, the Note or Notes of such Lender;
(iii) the Company shall have paid to the assigning Lender any and all accrued
facility fees and Letter of Credit fees payable to such Lender and all other
accrued and unpaid amounts owing to such Lender under any provision of this
Agreement (including, but not limited to, any increased costs or other
additional amounts owing under Section 2.11 and any indemnification for Taxes
under Section 2.14) as of the effective date of such assignment; (iv) if the
assignee selected by the Company is not an existing Lender, such assignee or the
Company shall have paid the processing and recordation fee required under
Section 9.06(a) for such assignment and (v) if the assigning Lender is an
Issuing Bank, the Company 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; provided further that the Company shall have no
right to replace more than three Lenders in any calendar year pursuant to this
Section 2.06(b); and provided further that the assigning 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
assignment as to matters occurring prior to the date of assignment.
(c) Non-Ratable Reduction. (i) The Company shall have the right, at
any time other than during any Rating Condition, upon at least ten Business
Days' notice to a Lender (with a copy to the Agent), to terminate in whole such
Lender's Commitments. Such termination
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