Honeywell 2004 Annual Report Download - page 186

(e) (i) The Company or any of its Consolidated or Designated
Subsidiaries shall fail to pay any principal of or premium or interest on
any Debt (other than Debt owed to the Company or its Subsidiaries or
Affiliates) that is outstanding in a principal amount of at least
$150,000,000 in the aggregate (but excluding Debt outstanding hereunder
and Debt owed by such party to any bank, financial institution or other
institutional lender to the extent the Borrower or any Subsidiary has
deposits with such bank, financial institution or other institutional
lender sufficient to repay such Debt) of the Company or such Subsidiary
(as the case may be), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
Debt, or (ii) any other event shall occur or condition shall exist under
any agreement or instrument relating to any such Debt and shall continue
after the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or
to permit the acceleration of, the maturity of such Debt, or (iii) any
such Debt shall be declared to be due and payable, or required to be
prepaid or redeemed (other than by a regularly scheduled required
prepayment or redemption), purchased or defeased, or an offer to prepay,
redeem, purchase or defease such Debt shall be required to be made, in
each case prior to the stated maturity thereof; provided, however, that,
for purposes of this Section 6.0l(e), in the case of (x) Debt of any
Person (other than the Company or one of its Consolidated Subsidiaries)
which the Company has guaranteed and (y) Debt of Persons (other than the
Company or one of its Consolidated Subsidiaries) the payment of which is
secured by a Lien on property of the Company or such Subsidiary, such Debt
shall be deemed to have not been paid when due or to have been declared to
be due and payable only when the Company or such Subsidiary, as the case
may be, shall have failed to pay when due any amount which it shall be
obligated to pay with respect to such Debt; provided further, however,
that any event or occurrence described in this subsection (e) shall not be
an Event of Default if (A) such event or occurrence relates to the Debt of
any Subsidiary of the Company located in China, India, the Commonwealth of
Independent States or Turkey (collectively, the "Exempt Countries"), (B)
such Debt is not guaranteed or supported in any legally enforceable manner
by any Borrower or by any Subsidiary or Affiliate of the Company located
outside the Exempt Countries, (C) such event or occurrence is due to the
direct or indirect action of any government entity or agency in any Exempt
Country and (D) as of the last day of the calendar quarter immediately
preceding such event or occurrence, the book value of the assets of such
Subsidiary does not exceed $150,000,000 and the aggregate book value of
the assets of all Subsidiaries of the Company located in Exempt Countries
the Debt of which would cause an Event of Default to occur but for the
effect of this proviso does not exceed $500,000,000; or
(f) The Company or any of its Designated or Consolidated
Subsidiaries shall generally not pay its debts as such debts become due,
or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against the Company or any such
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a
receiver,
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