ITEM 1.01 Entry into a Material Definitive Agreement.

On November 18, 2022, Honeywell International Inc. ("Honeywell") filed a Current Report on Form 8-K (the "November 18 Form 8-K") with the Securities and Exchange Commission disclosing, among other things, that Honeywell had entered into a definitive agreement (the "Buyout Agreement") with the North American Refractories Asbestos Personal Injury Settlement Trust (the "Trust"), providing for the elimination of Honeywell's funding obligations to the Trust. Capitalized terms used but not defined herein shall have the meaning given to them in the November 18 Form 8-K.

On November 20, 2022, in exchange for the NARCO Trust Advisory Committee (the "TAC") and Lawrence Fitzpatrick, in his capacity as the NARCO Asbestos Future Claimants Representative (the "FCR"), becoming parties to the Buyout Agreement, Honeywell, the Trust, the TAC, and the FCR entered into an Amended and Restated Buyout Agreement (the "Amended Buyout Agreement") among other things (i) to remove the provision providing for the automatic termination of the Buyout Agreement if the Buyout Closing has not occurred by March 31, 2023, and instead (ii) to provide for a dollar for dollar credit against the Buyout Amount for (A) the dollar amount of claims against the Trust entered into a payment queue and funded by Honeywell, in each case after March 31, 2023, until the Buyout Closing, and (B) HWI Net Dividends (as defined in the Amended Buyout Agreement) actually received by the Trust after March 31, 2023 until the Buyout Closing.

The foregoing description of the Amended and Restated Buyout Agreement is not intended to be complete and is qualified in its entirety by reference to the Amended and Restated Buyout Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit #                                  Description

10.1             Amended and Restated Buyout Agreement, dated November 20, 2022,
               between Honeywell International Inc., the North American
               Refractories Asbestos Personal Injury Settlement Trust, the NARCO
               Trust Advisory Committee, and Lawrence Fitzpatrick, in his capacity
               as the NARCO Asbestos Future Claimants Representative.

104            Cover Page Interactive Data File - the cover page XBRL tags are
               embedded within the Inline XBRL document.

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