Honeywell 2005 Annual Report Download - page 171

Exhibit 10.24
364-DAY CREDIT AGREEMENT
Dated as of September 9, 2005
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"), HONEYWELL ASCA INC., a nationally formed
corporation in Canada ("ASCA"), HONEYWELL LIMITED/HONEYWELL LIMITEE, a nationally formed corporation in Canada ("Limited") and
HONEYWELL AEROSPATIALE INC., a nationally formed corporation in Canada ("Aerospatiale, and together with ASCA and Limited, the "Borrowers"),
the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and CITIBANK, N.A., CANADIAN
BRANCH ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), and CITIGROUP GLOBAL MARKETS INC. and
ROYAL BANK OF CANADA, as joint lead arrangers and co-book managers, hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms.
As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):
"Advance" means an advance by a Lender to a Borrower or the acceptance of a Draft or purchase of a Bankers' Acceptance by a Lender for the
account of a Borrower as part of a Borrowing and refers to a Base Rate Advance, Prime Rate Advance, a Eurodollar Rate Advance or a BA Advance
(each of which shall be a "Type" of Advance).
"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by"
and "under common control with") of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
"Agent's Account" means the account of the Agent with Citibank at is office at 123 Front Street West, Suite 1000, Toronto, Ontario, Canada,
Account No. 2070035009, Attention: CIG Western Hemisphere Agency.
"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance or
a Prime Rate Advance, such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and such Lender's BA Lending Office in
the case of a Drawing.