Honeywell 2005 Annual Report Download - page 174

Canadian Reference Lender at 9:30 a.m. (Toronto time) on the date of such Drawing as the discount rate at which such Reference Lender would
purchase, on such date, its own bankers' acceptances having an aggregate Face Amount equal to and with a term to maturity the same as the Bankers'
Acceptances to be acquired by such Lender as part of such Drawing, or (b) a Lender other than a Lender named on Schedule I to the Bank Act
(Canada), the lesser of (i) the rate advised by such Lender to the Agent as being the discount rate of such Lender (calculated on an annual basis of a
year of 365 days) at 10:00 A.M. (Toronto time) on the applicable purchase date for bankers' acceptances of such Lender having a comparable face
amount and identical maturity date to the face amount and maturity date of such Bankers' Acceptance, and (ii) the rate determined by the Agent in
accordance with (a) above plus 0.10% per annum. The BA Rate for each Bankers' Acceptance comprising part of the same Drawing shall be
determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Canadian Reference Lenders on the date of
the applicable Drawing, subject, however, to the provisions of Section 2.08.
"Banker's Acceptance" has the meaning specified in Section 2.01(b).
"Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the
highest of:
(a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time, as Citibank, N.A.'s base rate;
(b) the sum (adjusted to the nearest 1/32 of 1% or, if there is no nearest 1/32 of 1%, to the next higher 1/32 of 1%) of (i) 1/2 of 1% per
annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the
United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted
to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding
Business Day) for the three-week period ending on the previous Friday by Citibank, N.A. on the basis of such rates reported by certificate of
deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the
basis of quotations for such rates received by Citibank, N.A. from three New York certificate of deposit dealers of recognized standing
selected by Citibank, N.A., by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week
period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement
(including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank, N.A. with respect to
liabilities consisting of or including (among other liabilities) three-month US Dollar non-personal time deposits in the United States, plus
(iii) the average during such three-week period of the annual assessment rates estimated by Citibank, N.A. for determining the then current
annual assessment payable by Citibank, N.A. to the Federal Deposit
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