Honeywell 2005 Annual Report Download - page 185

party, providing for the leasing to the Company or to a Subsidiary of the Company owning Restricted Property for a period of more than three years of
any Restricted Property that has been or is to be sold or transferred by the Company or such Subsidiary to such Person, or to any other Person (other
than the Company or a Subsidiary of the Company) to which funds have been or are to be advanced by such Person on the security of the leased
property. It is understood that arrangements pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or any successor
provision having similar effect, are not included within this definition of "Sale and Leaseback Transaction".
"Single Employer Plan" of any Person means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
employees of such Person or any of its ERISA Affiliates and no Person other than such Person and its ERISA Affiliates or (b) was so maintained and
in respect of which such Person or any of its ERISA Affiliates could have liability under Section 4069 of ERISA in the event such plan has been or
were to be terminated.
"S&P" means Standard & Poor's Ratings Group, a division of The McGraw Hill Companies, Inc.
"Subsidiary" of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such
corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon
the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the
beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person's other Subsidiaries.
"Telerate Page" means, as applicable, page 3750 (or any successor page) of Moneyline Telerate Service.
"Term Loan Conversion Date" means the Termination Date on which all Revolving Credit Advances outstanding on such date are converted
into a term loan pursuant to Section 2.06(a).
"Term Loan Election" has the meaning specified in Section 2.06(a).
"Termination Date" means the earlier of (a) September 8, 2006 and (b) the date of termination in whole of the Commitments pursuant to
Section 2.05(a) or Section 6.01 or, if all Lenders elect to terminate their Commitments as provided therein, Section 2.05(b).
"Threatened" means, with respect to any action, suit, investigation, litigation or proceeding, a written communication to the Company or a
Borrower, as the case may be, expressing an intention to immediately bring such action, suit, investigation, litigation or proceeding.
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