Honeywell 2005 Annual Report Download - page 173

"Applicable Utilization Fee" means, as of any date prior to the Term Loan Conversion Date that the sum of the aggregate principal amount of
the Advances plus the aggregate outstanding Face Amount of all Bankers' Acceptances exceeds 50% of the aggregate Commitments, a percentage per
annum determined by reference to the Public Debt Rating in effect on such date as set forth below:
Public Debt Rating
S&P/Moody's Applicable Utilization Fee
Level 1
A+ or A1 or above 0.050%
Level 2
Lower than Level 1 but at least A or A2 0.050%
Level 3
Lower than Level 2 but at least A- or A3 0.100%
Level 4
Lower than Level 3 but at least BBB+ or Baa1 0.125%
Level 5
Lower than Level 4 0.125%
"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the
Agent, in substantially the form of Exhibit C hereto.
"BA Advance" means the acceptance of a Draft or the purchase of a Bankers' Acceptance by a Lender for the account of a Borrower.
"BA Lending Office" means, in the case of each Lender, the office of such Lender set forth as its "BA Lending Office" opposite its name on
Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender or such other office of
such Lender in Canada as such Lender may from time to time specify to the Company and the Agent for such purpose.
"BA Rate" means, for all Bankers' Acceptances comprising part of the same Drawing to be purchased by (a) a Lender named on Schedule I to
the Bank Act (Canada), the average rate (calculated on an annual basis of a year of 365 days and rounded up to the nearest multiple of 1/4 of 1%, if
such average is not such a multiple) for Canadian Dollar Bankers' Acceptances having a comparable term that appears on the Reuters Screen CDOR
Page (or such other page as is a replacement page for such bankers' acceptances) at 10:00 A.M. (Toronto time) or, if such rate is not available at such
time, the BA Rate in respect of such Bankers' Acceptances shall be the arithmetic average of the discount rates (calculated on an annual basis of a year
of 365 days) and rounded up to the nearest multiple of 1/4 of 1%, if such average is not such a multiple, quoted by each
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