HONEYWELL INTERNATIONAL INC : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

364-Day Credit Agreement

On March 24, 2022, Honeywell International Inc. ("Honeywell") entered into a 364-Day Credit Agreement (the "364-Day Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. ("Bank of America"), as administrative agent, and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents.

The 364-Day Credit Agreement provides for revolving credit commitments in an aggregate principal amount of $1.5 billion and is maintained for general corporate purposes. Amounts borrowed under the 364-Day Credit Agreement are required to be repaid no later than March 23, 2023, unless (i) Honeywell elects to convert all then outstanding amounts into a term loan, upon which such amounts shall be repaid in full on March 23, 2024, or (ii) the 364-Day Credit Agreement is terminated earlier pursuant to its terms. The 364-Day Credit Agreement does not restrict Honeywell's ability to pay dividends, nor does it contain financial covenants. The failure of Honeywell to comply with customary conditions or the occurrence of customary events of default contained in the 364-Day Credit Agreement would prevent any further borrowings and would generally require the repayment of any outstanding borrowings under the 364-Day Credit Agreement. Such events of default include, among other things, (a) non-payment of 364-Day Credit Agreement debt, interest or fees; (b) non-compliance with the terms of the 364-Day Credit Agreement covenants; (c) cross-default with other material debt in certain circumstances; (d) bankruptcy or insolvency; and (e) defaults on certain obligations under the Employee Retirement Income Security Act of 1974. Additionally, each of the lenders has the right to terminate its commitment to lend additional funds under the 364-Day Credit Agreement if any person or group acquires beneficial ownership of 50 percent or more of Honeywell's voting stock, or during any twelve-month period, individuals who were directors of Honeywell at the beginning of the period cease to constitute a majority of the board of directors, except to the extent individuals who at the beginning of such twelve-month period were replaced by individuals (x) whose election or nomination to the board of directors was approved by a majority of remaining members of the board of directors at the time of such election or nomination, or (y) who were nominated by a majority of the remaining members of the board of directors at the time of such election or nomination and subsequently elected as directors by shareowners of Honeywell.

At Honeywell's option, advances under the 364-Day Credit Agreement would be (1) a "Base Rate Advance" denominated in U.S. Dollars and would bear interest at the Base Rate (as defined below) plus the Applicable Margin (as described below), or (2) a "Term Rate Advance" denominated in U.S. Dollars or in Euros and would bear interest at either the Alternative Currency Term Rate (defined as EURIBOR subject to a floor of zero) or Term SOFR (defined as the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited and published on the applicable Reuters screen page plus 0.10% per annum subject to a floor of zero), in each case, plus the Applicable Margin. The Base Rate is the highest of (a) the rate of interest announced publicly by Bank of America in New York, New York, from time to time, as Bank of America's "prime rate", (b) the federal funds rate (subject to a floor of zero) plus 1/2 of 1%, and (c) Term SOFR plus 1.00%. The Applicable Margin for Term Rate Advances is based on Honeywell's credit default swap mid-rate spread subject to a floor and cap based on Honeywell's Public Debt Rating (as defined below). The Applicable Margin for Base Rate Advances is 100 basis points lower than the Applicable Margin for Eurocurrency Rate Advances, subject to a floor of 0.00%. The 364-Day Credit Agreement contains customary successor rate provisions.

Honeywell has agreed to pay a commitment fee on the aggregate amount of each lender's unused commitment for the 364-Day Credit Agreement, based upon a grid determined by reference to Honeywell's non-credit enhanced long-term senior unsecured debt rating (the "Public Debt Rating"), in an amount equal to 0.020% per annum if Honeywell's Public Debt Rating is at a level of at least AA- by Standard & Poor's, a Standard & Poor's Financial Services LLC business ("Standard & Poor's"), or Aa3 by Moody's Investors Service, Inc. ("Moody's") ("Fee Level 1"), with a step-up to (i) 0.030% per annum if Honeywell's Public Debt Rating is lower than Fee Level 1 but at least A+ by Standard & Poor's or A1 by Moody's ("Fee Level 2"), (ii) 0.040% per annum if Honeywell's Public Debt Rating level is lower than Fee Level 2 but at least A by Standard & Poor's or A2 by Moody's ("Fee Level 3"), (iii) 0.050% per annum if Honeywell's Public Debt Rating level is lower than Fee Level 3 but at least A- by Standard & Poor's or A3 by Moody's ("Fee Level 4"), and (iv) 0.075% per annum if Honeywell's Public Debt Rating level falls below Fee Level 4. The 364-Day Credit Agreement is not subject to termination based upon a decrease in Honeywell's debt ratings or as a result of a Material Adverse Change (as defined in the 364-Day Credit Agreement).

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The foregoing description of the 364-Day Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the 364-Day Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

5-Year Credit Agreement

On March 24, 2022, Honeywell entered into an Amended and Restated Five Year Credit Agreement (the "5-Year Credit Agreement") with the banks, financial institutions, and other institutional lenders party thereto, Bank of America, N.A., as administrative agent, Bank of America, N.A., as swing line agent, and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents.

The 5-Year Credit Agreement provides for revolving credit commitments in an aggregate principal amount of $4.0 billion and is maintained for general corporate purposes. Commitments under the 5-Year Credit Agreement can be increased pursuant to the terms of the 5-Year Credit Agreement to an aggregate amount not to exceed $4.5 billion. The 5-Year Credit Agreement amends and restates the previously reported $4.0 billion amended and restated five-year credit agreement dated as of March 31, 2021 (the "Prior Agreement"). No borrowings were outstanding at any time under the Prior Agreement. The 5-Year Credit Agreement includes a sublimit for the potential issuance of multi-currency letters of credit and a sublimit for swing line advances, in each case in amounts equivalent to the commitments of the revolving credit lenders thereunder.

The 5-Year Credit Agreement has substantially the same material terms and conditions as the Prior Agreement with an extension of maturity. Any amounts borrowed under the 5-Year Credit Agreement are required to be repaid no later than March 24, 2027, unless such date is extended pursuant to the terms of the 5-Year Credit Agreement. . . .

Item 1.02. Termination of a Material Definitive Agreement

On March 24, 2022, Honeywell terminated the commitments under its $1.5 billion 364-day credit agreement dated as of March 31, 2021, among Honeywell, the lenders party thereto and Bank of America, N.A., as administrative agent.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above regarding the 364-Day Credit Agreement and the 5-Year Credit Agreement is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit#                                   Description

10.1            364-Day Credit Agreement, dated as of March 24, 2022, among
              Honeywell International Inc., the banks, financial institutions, and
              other institutional lenders parties thereto, Bank of America, N.A.,
              as administrative agent, and JPMorgan Chase Bank, N.A. and Wells
              Fargo Bank, National Association, as syndication agent.

10.2            Amended and Restated Five-Year Credit Agreement, dated as of
              March 24, 2022, among Honeywell International Inc., the banks,
              financial institutions, and other institutional lenders parties
              thereto, Bank of America, N.A., as administrative agent and as swing
              line agent and JPMorgan Chase Bank, N.A., and Wells Fargo Bank,
              National Association, as syndication agents.

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

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