Exhibit 4.3


 


Execution Version


 


 


Tellurian Inc.


 


and


 


The Bank of New York Mellon Trust Company, N.A.,


 


as Trustee


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of November 10, 2021


 


to the Indenture dated as of November 10,
2021


 


and to the First Supplemental Indenture dated
as of November 10, 2021


 


8.25% Senior Notes due 2028


 


 









     


     


    

 


Table
of Contents


 


Page


 


	ARTICLE 1 APPLICATION OF SECOND SUPPLEMENTAL
    INDENTURE	1
	 	 
	 	Section 1.01	Application of Second Supplemental
    Indenture	1
	 	 	 	 
	ARTICLE 2 DEFINITIONS 	2
	 
	 	Section 2.01	Certain Terms Defined in the Indenture	2
	 	Section 2.02	Definitions	2
	 	 	 	 
	ARTICLE 3 FORM AND TERMS OF THE
    NOTES 	3
	 	 
	 	Section 3.01	Form and Dating	3
	 	Section 3.02	Terms of the Notes	3
	 	Section 3.03	Optional Redemption	4
	 	 	 	 
	ARTICLE 4 CERTAIN COVENANTS 	5
	 	 
	 	Section 4.01	Merger, Consolidation or Sale of Assets	5
	 	Section 4.02	Reporting	5
	 	Section 4.03	Payment of Taxes	6
	 	 	 	 
	ARTICLE 5 EVENTS OF DEFAULT 	6
	 	 
	 	Section 5.01	Events of Default	6
	 	 	 	 
	ARTICLE 6 MISCELLANEOUS 	7
	 	 
	 	Section 6.01	Trust Indenture Act Controls	7
	 	Section 6.02	New York Law to Govern	7
	 	Section 6.03	Counterparts	7
	 	Section 6.04	Severability	8
	 	Section 6.05	Ratification	8
	 	Section 6.06	Effectiveness	8
	 	Section 6.07	Trustee Makes No Representation	8





 






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SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE
(this “Second Supplemental Indenture”), dated as of November 10, 2021, between Tellurian Inc., a Delaware corporation
(the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS,
the Company and the Trustee executed and delivered an Indenture, dated as of November 10, 2021 (the “Base Indenture”),
as supplemented by the First Supplemental Indenture, dated as of November 10, 2021 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), to provide for the issuance by the Company from time to time
of Securities to be issued in one or more series as provided in the Indenture;


 


WHEREAS,
Section 9.1 of the Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental
to the Indenture, without the consent of any Holders of Securities, to establish the form of any Security, as permitted by Section 2.1
of the Indenture, and to provide for the issuance of the Notes (as defined below), as permitted by Section 3.1 of the Indenture,
and to set forth the terms thereof;


 


WHEREAS,
the Company desires to execute this Second Supplemental Indenture, pursuant to Section 2.1 of the Indenture, to establish
the form and, pursuant to Section 3.1 of the Indenture, to provide for the issuance, of a series of its senior notes designated as
its 8.25% Senior Notes due 2028 (the “Notes”), in an initial aggregate principal amount of up to $57,500,000. The Notes
are a series of Securities as referred to in Section 3.1 of the Indenture;


 


WHEREAS,
the Company has requested and hereby requests that the Trustee execute and deliver this Second Supplemental Indenture;


 


WHEREAS,
the execution and delivery of this Second Supplemental Indenture has been duly authorized by the Company and all things necessary
have been done by the Company to make this Second Supplemental Indenture, when executed and delivered by the Company, a valid and binding
supplement to the Indenture and agreement of the Company;


 


WHEREAS,
all things necessary have been done by the Company to make the Notes, when executed by the Company and authenticated and delivered
by the Trustee in accordance with the provisions of the Indenture, the valid and binding obligations of the Company; and


 


WHEREAS,
all conditions precedent provided for in the Indenture relating to this Second Supplemental Indenture have been complied with.


 


NOW,
THEREFORE, in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company
and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the
Notes as follows:


 


ARTICLE 1

APPLICATION OF SECOND SUPPLEMENTAL INDENTURE


 


Section 1.01     Application
of Second Supplemental Indenture.


 


Notwithstanding any other
provision of this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture are expressly and solely for the
benefit of the Holders of the Notes, and any such provisions shall not be deemed to apply to any other Securities issued under the Indenture
and shall not be deemed to amend, modify or supplement the Indenture for any purpose other than with respect to the Notes. Unless otherwise
expressly specified, references in this Second Supplemental Indenture to specific Article numbers or Section numbers refer to
Articles and Sections contained in this Second Supplemental Indenture and not the Indenture or any other document. All Initial Notes and
Additional Notes, if any, shall be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions
and offers to purchase.


 






     


     


    

 


ARTICLE 2

DEFINITIONS


 


Section 2.01     Certain
Terms Defined in the Indenture.


 


For purposes of this Second
Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.


 


Section 2.02     Definitions.


 


(a) For the benefit of
the Holders of the Notes, the following terms shall have the meanings set forth in this Section 2.02:


 


“Additional Notes”
has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.


 


“Depositary”
has the meaning specified in Section 3.01(c) of this Second Supplemental Indenture.


 


“Global Notes”
means the Notes in the form of Global Securities issued to the Depositary or its nominee, substantially in the form of Exhibit A.


 


“Initial Notes”
has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.


 


“Make-Whole Amount”
means, in connection with any optional redemption of any Note, the excess, if any, of (i) the sum of the present values, as of the
Redemption Date, of the remaining scheduled payments of principal (including the applicable redemption price of such Note at November 30,
2023) of, and interest (exclusive of interest accrued to, but excluding, the Redemption Date) on, such Note, assuming such Note matured
on, and that accrued and unpaid interest on such Note was payable through, November 30, 2023, determined by the Company or its designee
by discounting, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), such principal and interest at the
Reinvestment Rate (determined on the third business day preceding the Redemption Date) over (ii) the aggregate principal amount of
such Notes being redeemed.


 


“Notes”
has the meaning specified in the recitals of this Second Supplemental Indenture.


 


“Reinvestment Rate”
means, 0.500%, or 50 basis points, plus the arithmetic mean (rounded to the nearest one-hundredth of one percent) of the yields displayed
for each day in the preceding calendar week published in the most recent Statistical Release under the caption “Treasury constant
maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the Notes (assuming
that the Notes matured on November 30, 2023) as of the Redemption Date. If no maturity exactly corresponds to such remaining life
to maturity, yields for the two published maturities most closely corresponding to such remaining life to maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the purpose of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the Reinvestment Rate shall be used.


 


“Statistical Release”
means that statistical release designated “H.15” or any successor publication that is published daily by the Federal Reserve
System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturities, or, if such statistical
release (or a successor publication) is not published at the time of any determination under the Indenture, as supplemented by this Second
Supplemental Indenture, then such other reasonably comparable index that shall be designated by the Company.


 






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ARTICLE 3

FORM AND TERMS OF THE NOTES


 


Section 3.01     Form and
Dating.


 


a)            The
Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The
Notes shall be executed on behalf of the Company by an Officer of the Company. The Notes may have notations, legends or endorsements required
by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes and any beneficial interest
in the Notes shall be in minimum denominations of $25 and integral multiples of $25 in excess thereof.


 


b)            The
terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company,
by its execution and delivery of this Second Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereby.


 


c)            Global
Notes. The Notes shall be issued initially in the form of fully registered Global Securities, which shall be deposited on behalf of the
purchasers of the Notes represented thereby with The Depository Trust Company, New York, New York (the “Depositary”)
or its custodian and registered in the name of Cede & Co., the Depositary’s nominee, duly executed by the Company and authenticated
by the Trustee.


 


d)            Book-Entry
Provisions. This Section 3.01(d) shall apply only to the Global Notes deposited with or on behalf of the Depositary. The Company
shall execute and the Trustee shall, in accordance with this Section 3.01(d), authenticate and deliver the Global Notes that shall
be registered in the name of the Depositary or the nominee of the Depositary and shall be delivered by the Trustee to the Depositary or
its custodian.


 


e)            Paying
Agent. The Company initially appoints the Trustee as Paying Agent for the payment of the principal of (and premium, if any) and interest
on the Notes and the Corporate Trust Office of the Trustee is hereby designated as the Place of Payment where the Notes may be presented
for payment.


 


Section 3.02     Terms
of the Notes.


 


The following terms relating
to the Notes are hereby established:


 


a)            Title.
The Notes shall constitute a series of Securities having the title “8.25% Senior Notes due 2028”.


 


b)            Principal
Amount. The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (the “Initial
Notes”) shall be up to $57,500,000 (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture). The Company may from time to time,
without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the
same terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial interest
accrual date and the initial interest payment date) that may constitute a single fungible series with the Initial Notes; provided that
if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will
have one or more separate CUSIP numbers. Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture
and all references to the Notes shall include the Initial Notes and any Additional Notes unless the context otherwise requires.


 


c)            Maturity
Date. The entire outstanding principal amount of the Notes shall be payable on November 20, 2028 (the “Maturity Date”).


 


d)            Interest
Rate. The rate at which the Notes shall bear interest shall be 8.25% per annum; the date from which interest shall accrue on the Notes
shall be November 10, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest
Payment Dates for the Notes shall be January 31, April 30, July 31 and October 31 of each year and on the Maturity
Date, beginning January 31, 2022; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date,
will be paid, in immediately available funds, to the Persons in whose names the Notes (or predecessor Notes) are registered (which shall
initially be the Depositary) at the close of business on the Regular Record Date for such interest, which shall be the January 15,
April 15, July 15 or October 15 (whether or not a Business Day), as the case may be, preceding such Interest Payment Date,
and the November 15 immediately preceding the Maturity Date. Interest shall be computed on the basis of a 360-day year comprised
of twelve 30-day months. For so long as the Notes are represented in global form by one or more Global Securities, all payments of principal
(and premium, if any) and interest shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as
the case may be, as the registered owner of the Global Security representing such Notes. In the event that definitive Notes shall have
been issued, all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds
to the accounts of the registered Holders thereof; provided, that the Company may elect to make such payments at the office of the Paying
Agent in the City of Chicago; and provided further, that the Company may at its option pay interest by check to the registered address
of each Holder of a definitive Note.


 






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e)            Currency.
The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if any, on the
Notes shall be made in United States Dollars.


 


f)            Sinking
Fund. The Notes are not subject to any sinking fund.


 


g)            Additional
Interest. At the Company’s election, the sole remedy with respect to an Event of Default due to a failure to comply with reporting
requirements under the Trust Indenture Act or under Section 4.02 below, for the first 180 calendar days after the occurrence of such
Event of Default, consists exclusively of the right to receive additional interest on the Notes at an annual rate equal to (1) 0.25%
for the first 90 calendar days after such Event of Default and (2) 0.50% for calendar days 91 through 180 after such Event of Default.
On the 181st day after such Event of Default, if such violation is not cured or waived, the Trustee or the Holders of not less than 25%
of the outstanding principal amount of the Notes may declare the principal, together with accrued and unpaid interest, if any, on the
Notes to be due and payable immediately. If the Company chooses to pay such additional interest, the Company must notify the Trustee and
the Holders of the Notes by certificate of the Company’s election at any time on or before the close of business on the first business
day following the Event of Default.


 


Section 3.03     Optional
Redemption.


 


a)            The
provisions of Article XI of the Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to
the Notes.


 


b)            At
any time prior to November 30, 2023, the Company may redeem the Notes for cash in whole or in part at any time at its option at a
redemption price equal to 100.0% of the principal amount thereof plus the Make-Whole Amount as of, and accrued and unpaid interest to,
but excluding, the Redemption Date.


 


c)            In
addition, the Company may redeem the Notes for cash in whole or in part at any time at its option (i) on or after November 30,
2023 and prior to November 30, 2024, at a price equal to $25.75 per note, plus accrued and unpaid interest to, but excluding, the
Redemption Date, (ii) on or after November 30, 2024 and prior to November 30, 2025, at a price equal to $25.50 per note,
plus accrued and unpaid interest to, but excluding, the Redemption Date, (iii) on or after November 30, 2025 and prior to November 30,
2026, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the Redemption Date, and (iv) on or
after November 30, 2026 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest
to, but excluding, the Redemption Date.


 


d)            In
each case, redemption shall be upon notice not fewer than 30 days and not more than 60 days prior to the Redemption Date. If less than
all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days prior to the Redemption
Date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s discretion, on
a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which
will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed,
provided that, any Notes held in the form of Global Notes, or portions thereof called for redemption that are registered in the name of
the Depositary or its nominee will be selected by the Depositary in accordance with the Depositary’s applicable procedures and the
Trustee shall have no duty to notify the Company of the Depositary’s selection. The Trustee shall have no obligation to calculate
any redemption price, including any Make-Whole Amount, or any component thereof, and the Trustee shall be entitled to receive and conclusively
rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.


 






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e)            Unless
the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes
called for redemption.


 


ARTICLE 4

CERTAIN COVENANTS


 


The following covenants shall
be applicable to the Company for so long as any of the Notes are Outstanding. Nothing in this Article will, however, affect the Company’s
rights or obligations under any other provision of the Indenture or this Second Supplemental Indenture.


 


Section 4.01     Merger,
Consolidation or Sale of Assets.


 


The Company shall not merge
or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell,
transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a
pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer,
lease, conveyance or disposition) in one transaction or series of related transactions unless:


 


a)            the
Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company)
formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation
or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District
of Columbia;


 


b)            the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee,
executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any,
and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of
the Indenture (as supplemented by this Second Supplemental Indenture) to be performed by the Company;


 


c)            immediately
before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall
have occurred and be continuing; and


 


d)            in
the case of a merger where the Surviving Person is other than the Company, the Company or such Surviving Person shall deliver, or cause
to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the
supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in the Indenture
(as supplemented by this Second Supplemental Indenture) relating to such transaction have been complied with.


 


Section 4.02     Reporting.


 


If, at any time, the Company
is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Securities
and Exchange Commission, the Company agrees to furnish to Holders and the Trustee, for the period of time during which the Notes are outstanding,
its audited annual consolidated financial statements, within 90 days of its fiscal year end, and unaudited interim consolidated financial
statements, within 45 days of its fiscal quarter end (other than the Company’s fourth fiscal quarter). All such financial statements
will be prepared, in all material respects, in accordance with Generally Accepted Accounting Principles, as applicable.


 






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Delivery of such reports,
information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only and the Trustee’s
receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officer’s Certificate).


 


Section 4.03     Payment
of Taxes.


 


The Company will pay or discharge
or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or
imposed upon the Company or upon the income, profits or property of the Company, except where the failure to do so would not be reasonably
expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company; provided,
however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge
whose amount, applicability or validity is being contested in good faith by appropriate proceedings.


 


ARTICLE 5

EVENTS OF DEFAULT


 


Section 5.01     Events
of Default.


 


Solely for the benefit of the Holders of the Notes,
Section 5.1 of the Indenture is hereby deleted in its entirety and replaced with the following:


 


“Section 5.1. Events
of Default.


 


“Event of Default”,
wherever used herein with respect to the Notes means any one of the following events:


 


(1)            default
in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;


 


(2)            default
in the payment of the principal of any Note when due and payable;


 


(3)            default
in the performance, or breach, of any covenant of the Company in the Indenture (as supplemented by this Second Supplemental Indenture)
with respect to the Notes, and continuance of such default or breach for a period of 60 days after receipt by the Company from the Trustee
or from the Holders of at least 25% in principal amount of the Notes, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” under the Indenture (as supplemented by this Second
Supplemental Indenture);


 


(4)            the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of all or substantially all of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 90 consecutive days; or


 


(5)            the
commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of
a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or of all or substantially all of its property, or the making by the Company
of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally
as they become due.


 






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The Trustee shall not be deemed
to have notice or be charged with knowledge of an Event of Default hereunder (except for those described in paragraphs (1) and (2) above
if the Trustee is then the Paying Agent) unless written notice of such Event of Default from the Company or any Holder is received by
a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture
(as supplemented by this Second Supplemental Indenture).


 


ARTICLE 6

MISCELLANEOUS


 


Section 6.01     Trust
Indenture Act Controls.


 


If any provision of this Second
Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Second Supplemental
Indenture by the Trust Indenture Act, the required provision shall control. If any provision of this Second Supplemental Indenture modifies
or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply
to this Second Supplemental Indenture as so modified or to be excluded, as the case may be.


 


Section 6.02     New
York Law to Govern.


 


This Second Supplemental Indenture
and the Notes shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 6.03     Counterparts.


 


This Second Supplemental Indenture
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature
pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an
electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall
constitute effective execution and delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto that
are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an electronic platform
(such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall be deemed to be their
original signatures for all purposes of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original.


 


Anything in the Indenture,
this Second Supplemental Indenture or the Notes to the contrary notwithstanding, for the purposes of the transactions contemplated by
the Indenture, this Second Supplemental Indenture, the Notes and any document to be signed in connection with the Indenture, this Second
Supplemental Indenture or the Notes (including the Trustee’s Certificate of Authentication on the Notes, amendments, waivers, consents
and other modifications, Officer’s Certificates, Company Requests, Company Orders and Opinions of Counsel and other issuance, authentication
and delivery documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned, photocopied or faxed
or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each
case that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping of records
in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed
signature in ink or the use of a paper-based recordkeeping system, as the case may be.


 






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Section 6.04     Severability.


 


If any provision of this Second
Supplemental Indenture or the Notes shall be held to be illegal or unenforceable under applicable law, then the remaining provisions hereof
shall be construed as though such invalid, illegal or unenforceable provision were not contained therein.


 


Section 6.05     Ratification.


 


The Indenture, as supplemented
by this Second Supplemental Indenture, is in all respects ratified and confirmed. All provisions included in this Second Supplemental
Indenture supersede any conflicting provisions included in the Indenture, unless not permitted by law. The Trustee accepts the trusts
created by the Indenture, as supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions
of the Indenture (as supplemented by this Second Supplemental Indenture).


 


Section 6.06     Effectiveness.


 


The provisions of this Second
Supplemental Indenture shall become effective as of the date hereof.


 


Section 6.07     Trustee
Makes No Representation.


 


The recitals and statements
contained herein and in the Notes are made solely by the Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Second Supplemental Indenture
or the Notes. All rights, protections, privileges, indemnities, immunities and benefits granted or afforded to the Trustee under the Indenture
shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted to be taken
by the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act under this Second Supplemental
Indenture.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 






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IN WITNESS WHEREOF, the parties
hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.


 


	 	TELLURIAN INC.
	 	 
	 	By:	/s/ L. Kian Granmayeh
	 	 	Name:	L. Kian Granmayeh
	 	 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature
Page to Second Supplemental Indenture]


 









     


     


    

 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Trustee
	 	 
	 	By:	/s/ Lawrence M. Kusch
	 	 	Name:	Lawrence M. Kusch
	 	 	Title:	Vice President


 


[Signature
Page to Tellurian Inc. Second Supplemental Indenture]


 






     


     


    

 


EXHIBIT A


 


THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE)
OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY
OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TELLURIAN INC.


 


8.25% Senior Note due 2028


 


	No.	Principal Amount
	CUSIP No. 87968A203	$50,000,000


ISIN No. US87968A2033


 


Tellurian Inc., a Delaware
corporation (hereinafter called the “Company”, which term includes any successor Person under the Indenture referred
to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Fifty Million
Dollars (U.S. $50,000,000.00) on November 30, 2028 (the “Maturity Date”) and to pay interest thereon from November 10,
2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on January 31,
April 30, July 31 and October 31 in each year and on the Maturity Date (each an “Interest Payment Date”),
beginning November 30, 2021 at the rate of 8.25% per annum, until the principal hereof is paid or duly made available for payment.
The interest so payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in such Indenture, be
paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15 (whether or not a Business
Day), as the case may be, preceding such Interest Payment Date, and the November 15 immediately preceding the Maturity Date. Any
such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to
be payable to the Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10
days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


The amount of interest payable
for any interest period, including interest payable for any partial interest period, will be computed on the basis of a 360-day year comprised
of twelve 30-day months. If an interest payment date falls on a non-Business Day, the applicable interest payment will be made on the
next Business Day and no additional interest will accrue as a result of such delayed payment.


 






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Payment
of the principal of (and premium, if any) and the interest on this Note shall be made at the designated office of the Trustee (as defined
below) at The Bank of New York Mellon Trust Company, N.A., 2 North LaSalle Street, 7th Floor, Chicago, IL 60602,
in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, for so long as the Notes are represented in global form by one or more Global Securities, all payments of principal (and premium,
if any) and interest shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be,
as the registered owner of the Global Security representing such Notes. In the event that definitive Notes shall have been issued, all
payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the accounts
of the registered Holders thereof; provided, that the Company may at its option pay interest by check to the registered address of each
Holder of a definitive Note.


 


This Note is one of the duly
authorized series of Securities of the Company, designated as the Company’s “8.25% Senior Notes due 2028”, initially
limited to an aggregate principal amount of $57,500,000 all issued or to be issued under and pursuant to an Indenture (the “Base
Indenture”), dated as of November 10, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (hereinafter referred to as the “Trustee”), as supplemented by the First Supplemental Indenture thereto, dated
as of November 10, 2021 (the “First Supplemental Indenture”), and by the Second Supplemental Indenture thereto,
dated as of November 10, 2021 (the “Second Supplemental Indenture” and, together with the Base Indenture and the
First Supplemental Indenture, the “Indenture”). Reference is hereby made to the Indenture for a description of the
respective rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of
the Notes.


 


At any time prior to November 30,
2023, the Company may redeem the Notes for cash in whole or in part at any time at its option at a redemption price equal to 100.0% of
the principal amount thereof plus the Make-Whole Amount as of, and accrued and unpaid interest to, but excluding, the Redemption Date.


 


In addition, the Company may
redeem the Notes for cash in whole or in part at any time at its option (i) on or after November 30, 2023 and prior to November 30,
2024, at a price equal to $25.75 per note, plus accrued and unpaid interest to, but excluding, the Redemption Date, (ii) on or after
November 30, 2024 and prior to November 30, 2025, at a price equal to $25.50 per note, plus accrued and unpaid interest to,
but excluding, the Redemption Date, (iii) on or after November 30, 2025 and prior to November 30, 2026, at a price equal
to $25.25 per note, plus accrued and unpaid interest to, but excluding, the Redemption Date, and (iv) on or after November 30,
2026 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the
Redemption Date.


 


In each case, redemption shall
be upon notice not fewer than 30 days and not more than 60 days prior to the Redemption Date. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee from the outstanding
Notes not previously called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed
portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized
denomination) for such Notes. The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the
case of any Notes selected for partial redemption, the principal amount thereof to be redeemed, provided that, any Notes held in the form
of Global Notes, or portions thereof called for redemption that are registered in the name of the Depositary or its nominee will be selected
by the Depositary in accordance with the Depositary’s applicable procedures and the Trustee shall have no duty to notify the Company
of the Depositary’s selection.


 


The Notes are not subject
to any sinking fund.


 


The Trustee shall have no
obligation to calculate any redemption price, including any Make-Whole Amount, or any component thereof, and the Trustee shall be entitled
to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.


 


If an Event of Default with
respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.


 






    A-2


     


    

 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each
series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal
amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the Holder of this Note, which is absolute
and unconditional, to receive payment of the principal of and interest on this Note at the Maturity thereof (or in the case of redemption,
on the redemption date) and to institute suit for the enforcement of any such payment unless the Holder of this Note shall have consented
to the impairment of such right.


 


As provided in the Indenture
and subject to certain limitations set forth therein, the transfer of this Note may be registered in the Security Register, upon surrender
of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by the Holder hereof or by such Holder’s attorney duly authorized in writing,
and thereupon one or more new Notes of this series and of any authorized denominations and of a like aggregate principal amount and tenor,
shall be issued to the designated transferee or transferees.


 


The Notes are issuable only
in registered form without coupons in minimum denominations of $25 and integral multiples of $25 in excess thereof. Subject to certain
limitations therein set forth in the Indenture and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes
of this series in different authorized denominations, as requested by the Holders surrendering the same.


 


No service charge shall be
made for any such registration of transfer or for exchange of this Note, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of a Note,
other than in certain cases provided in the Indenture.


 


Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


The Indenture contains provisions
whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the
Company may be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably
deposits with the Trustee money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes of
this series, and satisfies certain other conditions, all as more fully provided in the Indenture.


 


This Note shall be governed
by and construed in accordance with the laws of the State of New York.


 


All terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature (which may be scanned,
photocopied or faxed or otherwise signed electronically (including by DocuSign or Adobe Sign)) of one of its authorized signatories, this
Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 






    A-3


     


    

 





IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.


 


Dated: 


 


	 	TELLURIAN INC.
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


[Signature Page to Tellurian Inc. Global Note]


 









     


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	 
	 	By:	
	 	 	Authorized Signatory
	 	 	 


 


[Authentication
Certificate to Tellurian Inc. Global Note]


 






     


     


    

 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations.


 


	TEN COM - as tenants	UNIF GIFT MIN ACT - . . .Custodian
	in common	(Cust) (Minor)
	TEN ENT - as tenants by	Under Uniform Gifts to
	the entireties	Minor Act
	JT TEN - as joint tenants	 	 
	with right of	 
	survivorship and	 
	not as tenants in	 
	common	 	(State)


 


Additional abbreviations may also be used though not in the above list.


 


 


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


 


 


(Please insert Assignee’s legal name)


 


 


(Please insert Social Security or other identifying number of Assignee)


 


 


 


 


(Please print or typewrite name and address including postal zip code
of Assignee)


 


the within Note of TELLURIAN INC. and does hereby
irrevocably constitute and appoint attorney to transfer the said Note on the books of the Company, with full power of substitution
in the premises. Dated:


 


	 	Your

Signature:	 
	 	 	(Sign exactly as your name appears on the
	 	 	face of this Note)


 


 


[NOTICE: The signature to this assignment must
correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any
change whatever.]