Honeywell 2005 Annual Report Download - page 184

(b) 1/2 of 1% per annum above the rate quoted for 30-day Canadian Dollar bankers' acceptances of Citibank that appears on the Reuters
Screen CDOR Page (or any replacement page) as of 10:00 a.m. (Toronto time) on the date of determination.
"Prime Rate Advance" means an Advance made in Canadian Dollars that bears interest as provided in Section 2.07(b)(ii).
"Process Agent" has the meaning specified in Section 9.11(a).
"Public Debt Rating" means, as of any date, the highest rating that has been most recently announced by either S&P or Moody's, as the case
may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Company. For purposes of the foregoing, (a) if only one
of S&P and Moody's shall have in effect a Public Debt Rating, the Applicable Margin, the Applicable Utilization Fee and the Applicable Percentage
shall be determined by reference to the available rating; (b) if neither S&P nor Moody's shall have in effect a Public Debt Rating, the Applicable
Margin, the Applicable Utilization Fee and the Applicable Percentage will be set in accordance with Level 5 under the definition of "Applicable
Margin", "Applicable Utilization Fee" or "Applicable Percentage", as the case may be; (c) if the ratings established by S&P and Moody's shall fall
within different levels, the Applicable Margin, the Applicable Utilization Fee and the Applicable Percentage shall be based upon the higher rating,
provided that if the lower of such ratings is more than one level below the higher of such ratings, the Applicable Margin, the Applicable Utilization
Fee and the Applicable Percentage shall be determined by reference to the level that is one level above such lower rating; (d) if any rating established
by S&P or Moody's shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating
agency making such change; and (e) if S&P or Moody's shall change the basis on which ratings are established, each reference to the Public Debt
Rating announced by S&P or Moody's, as the case may be, shall refer to the then equivalent rating by S&P or Moody's, as the case may be.
"Ratable Share" of any amount means, with respect to any Lender at any time, the product of (a) a fraction the numerator of which is the
amount of such Lender's Commitment at such time and the denominator of which is the aggregate Commitments at such time and (b) such amount.
"Reference Banks" means Citibank and Royal Bank of Canada.
"Register" has the meaning specified in Section 9.06(d).
"Restricted Property" means (a) any property of the Company located within the United States of America that, in the opinion of the Company's
Board of Directors, is a principal manufacturing property or (b) any shares of capital stock or Debt of any Subsidiary owning any such property.
"Sale and Leaseback Transaction" means any arrangement with any Person (other than the Company or a Subsidiary of the Company), or to
which any such Person is a 14