Exhibit 4.2


 


EXECUTION VERSION


 





 



 


HUNTSMAN INTERNATIONAL LLC

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee


 







 



 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of May 26, 2021


 







 



 


2.950% Senior Notes due 2031


 


 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


 




	Article
    1 DEFINITIONS AND RELATION TO BASE INDENTURE	1
	Section 1.01   Definitions	1
	Section 1.02   Supplemental Indenture	10
	Article
    2 FORMS OF SECURITIES	10
	Section 2.01   The Notes	10
	Section 2.02   Limitation on Initial Aggregate Principal Amount; Further Issuances	10
	Section 2.03   Global Form	11
	Article
    3 REDEMPTION OF SECURITIES	11
	Section 3.01   Notices to Trustee	11
	Section 3.02   Selection of Notes to Be Redeemed	11
	Section 3.03   Notice of Redemption	12
	Section 3.04   Effect of Notice of Redemption	13
	Section 3.05   Deposit of Redemption or Purchase Price	13
	Section 3.06   Notes Redeemed in Part	14
	Section 3.07   Optional Redemption	14
	Section 3.08   Mandatory Redemption	14
	Article
    4 PARTICULAR COVENANTS OF THE COMPANY	15
	Section 4.01   Payment of Notes	15
	Section 4.02   Maintenance of Office or Agency	15
	Section 4.03   Reports	15
	Section 4.04   Compliance Certificate	16
	Section 4.05   [reserved]	17
	Section 4.06   Limitation on Secured Debt	17
	Section 4.07   Limitation on Sale and Lease-Back Transactions	18
	Section 4.08   [reserved]	19
	Section 4.09   Offer to Repurchase Upon Change of Control Repurchase Event	19
	Section 4.10   Merger, Consolidation and Sale of Assets	20
	Article
    5 REMEDIES OF TRUSTEE AND SECURITYHOLDERS	22
	Section 5.01   Events of Default	22
	Section 5.02   Acceleration	23
	Article
    6 SATISFACTION AND DISCHARGE	24
	Section 6.01   Satisfaction and Discharge	24



 






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TABLE OF CONTENTS


(cont’d)


 


Page


 


	Article
    7 LEGAL AND COVENANT DEFEASANCE	25
	Section 7.01   Option to Effect Legal Defeasance or Covenant Defeasance	25
	Section 7.02   Legal Defeasance and Discharge	25
	Section 7.03   Covenant Defeasance	26
	Section 7.04   Conditions to Legal or Covenant Defeasance	26
	Article
    8 SUPPLEMENTAL INDENTURES	27
	Section 8.01   Without Consent of Holders of Notes	27
	Section 8.02   With Consent of Holders of Notes	28
	Article
    9 MISCELLANEOUS	30
	Section 9.01   Table of Contents, Headings, etc.	30
	Section 9.02   Governing Law	30
	Section 9.03   Jury Trial Waiver	30
	Section 9.04   Submission to Jurisdiction	30
	Section 9.05   Counterparts Originals	31
	Section 9.06   Separability Clause	31


 






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SECOND SUPPLEMENTAL INDENTURE
dated as of May 26, 2021 (this “Supplemental Indenture”) between Huntsman
International LLC, a Delaware limited liability company (and any successor Person thereto, the “Company”),
and Wilmington Trust, National Association, as trustee (together with its successors in such capacity, the “Trustee”).


 


WHEREAS, the Company and the
Trustee have previously executed and delivered an Indenture, dated as of March 13, 2019 (the “Base
Indenture”), providing for the issuance from time to time of one or more series of senior debt securities of the Company;


 


WHEREAS, Section 3.03 of the
Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to the Base Indenture to, among other
things, establish the form or terms of any series of Securities (as defined in the Base Indenture) as permitted by Sections 2.01, 3.01
and 3.03 of the Base Indenture;


 


WHEREAS, Section 14.01 of the
Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to change or eliminate any provision
of the Base Indenture;


 


WHEREAS, the Company is entering
into this Supplemental Indenture to, among other things, establish the form and terms of the Company’s new series of 2.950% senior
notes due 2031 (the “Notes”), pursuant to the Base Indenture, as modified
by this Supplemental Indenture; and


 


WHEREAS, all conditions necessary
to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Company have
been satisfied or performed.


 


NOW, THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Company and the Trustee for the benefit of each other and for the equal and ratable benefit of the Holders, hereby enter into this
Supplemental Indenture to, among other things, establish the terms of the Notes pursuant to Section 2.01 of the Base Indenture and there
is hereby established the Company’s “2.950% Senior Notes due 2031” as a separate series of Securities and such parties
further agree that this Supplemental Indenture affects the Notes only and not any other series of Securities.


 


Article
1 

DEFINITIONS AND RELATION TO BASE INDENTURE


 


Section
1.01        Definitions.


 


The terms defined in this
Section 1.01 (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires)
for all purposes of this Supplemental Indenture and of any indenture supplemental hereto that governs the Notes have the respective
meanings specified in this Section 1.01. All other terms used in this Supplemental Indenture that are defined in the Base Indenture
or the TIA, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this
Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the TIA, as
the case may be, as in force on the date of this Supplemental Indenture as originally executed.


 






     


     


    

 


“Additional
Notes” means Notes issued pursuant to the terms of this Supplemental Indenture in addition to the Initial Notes (other
than any Notes issued in respect of the Initial Notes pursuant to Sections 3.06 and 4.09 of this Supplemental Indenture or Sections 3.04,
3.06, 3.07 and 14.05 of the Base Indenture).


 


“Adjusted
Treasury Rate” means with respect to any Redemption Date, the rate per annum equal to the Comparable Treasury Rate, plus
0.250%.


 


“Applicable
Premium” means in connection with the optional redemption of any Note, as determined by the Company, the excess of: (a)
the present value at such Redemption Date of (i) the principal amount of the Note at the Par Call Date (assuming for such purpose that
such Note matured on the Par Call Date) plus (ii) all required interest payments due on the Note through the Par Call Date (assuming for
such purpose that such Note matured on the Par Call Date) (excluding accrued but unpaid interest to the Redemption Date, if any), computed
using a discount rate equal to the Adjusted Treasury Rate as of such Redemption Date; over (b) the Outstanding principal amount of the
Note. The Company shall calculate or cause the calculation of the Applicable Premium and the Trustee shall have no duty to calculate or
verify the calculations of the Applicable Premium.


 


“Attributable
Debt” means, in the context of a Sale and Lease-Back Transaction, the amount that the Company determines in good faith
to be the present value, discounted at the interest rate implicit in the lease involved in such Sale and Lease-Back Transaction, of the
lessee’s obligation under the lease for rental payments during the remaining term of such lease, as it may be extended. For purposes
of this definition, any amounts lessee must pay, whether or not designated as rent or additional rent, on account of maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges or any amounts lessee must pay under the lease contingent upon the amount
of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges are not included in the determination
of lessee’s obligations under the lease.


 


“Bank
Product Obligations” means obligations under any agreement or other arrangement governing the provision of treasury or
cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance
accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services
and other cash management services.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.


 


“Base
Indenture” has the meaning assigned to it in the preamble to this Supplemental Indenture.


 






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“Change
of Control” means the occurrence of any of the following:


 


(1)              
the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company
and its Restricted Subsidiaries, taken as a whole, to any Person; or


 


(2)              
the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,
or any successor provision), including any other group acting for the purpose of acquiring, holding or disposing of securities (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of
acquisition, merger, amalgamation, consolidation, transfer, conveyance or other business combination or purchase of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the
voting stock of Huntsman Corporation, other than by virtue of the imposition of a holding company, or the reincorporation of Huntsman
Corporation in another jurisdiction, so long as the beneficial owners of the voting stock of Huntsman Corporation immediately prior to
such transaction hold a majority of the voting power of the voting stock of such holding company or reincorporation entity immediately
thereafter.


 


For the avoidance of doubt, transactions
among the Company and its Subsidiaries will not constitute a Change of Control.


 


“Change
of Control Offer” has the meaning assigned to such term in Section 4.09.


 


“Change
of Control Payment” has the meaning assigned to such term in Section 4.09.


 


“Change
of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.


 


“Commodity
Agreement” means any commodity futures contract, commodity option or other similar agreement or arrangement entered into
by the Company or any of its Restricted Subsidiaries designed to protect the Company or any of its Restricted Subsidiaries against fluctuations
in the price of commodities actually at that time used in the ordinary course of business of the Company or its Restricted Subsidiaries.


 


“Company”
means Huntsman International LLC, and any and all successors thereto.


 


“Comparable Treasury
Price” means, with respect to any Redemption Date for the Notes, (i) the average of four Reference Treasury Dealer Quotations
for that Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 






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“Comparable
Treasury Rate” means, with respect to any Redemption Date for the Notes, (1) the yield, which represents the average of
the five daily rates immediately preceding the calculation date, appearing in the most recently published statistical release
designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity most nearly equal to the remaining time to the Par Call Date of
the Note being redeemed (or if no maturity is within three months before or after the Par Call Date, yields for the two published
maturities most closely corresponding to the time remaining to the Par Call Date of the Note being redeemed shall be determined and
the Comparable Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounded to the nearest
month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the maturity most nearly equal to
the remaining time to the Par Call Date of the Note being redeemed, calculated using a price for the maturity most nearly equal to
the remaining time to the Par Call Date of the Note being redeemed (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. The Comparable Treasury Rate will be calculated on the third Business Day
preceding the Redemption Date (or date of deposit in the case of a satisfaction and discharge).


 


“Consolidated
Net Tangible Assets” means, with respect to any Person, as of any date, the Total Assets of such Person and its Subsidiaries
less goodwill and intangibles, in each case calculated in accordance with GAAP based upon the most recently filed financial statements
available as of such date; provided that in the event that such Person or any of its Subsidiaries assumes or acquires any assets
in connection with the transaction for which Consolidated Net Tangible Assets is being calculated, then Consolidated Net Tangible Assets
will be calculated giving pro forma effect to such assumption or acquisition of assets, as if the same had occurred at the beginning of
the applicable period.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed
to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, custodian, or similar official under any Bankruptcy Law.


 


“Default”
means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of
Default.


 


“DTC”
means The Depository Trust Company.


 


“Finance
Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified
and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any
date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.


 


“Fitch”
means Fitch Ratings, a part of the Fitch Group, and its successors.


 






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“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States,
which were in effect from time to time.


 


“Global
Security” means a permanent Global Security substantially in the form of Exhibit A hereto that bears the
Global Security Legend and that has the “Schedule of Exchanges of Interests in the Global Security” attached thereto, and
that is deposited with or on behalf of and registered in the name of the Depositary, representing the Initial Notes or any Additional
Notes.


 


“Global
Security Legend” means the legend set forth in Section 3.03(f) of the Base Indenture which is required to be placed on
all Global Securities issued under this Supplemental Indenture.


 


“Holder”
means a Person in whose name a Note is registered.


 


“Huntsman
Corporation” means Huntsman Corporation, a Delaware corporation.


 


“Indenture”
means the Base Indenture, as supplemented by this Supplemental Indenture and as further amended or supplemented from time to time with
respect to the Notes.


 


“Initial
Notes” means the Notes issued on the Issue Date (and any Notes issued in respect thereof pursuant to Sections 3.06 and
4.09 of this Supplemental Indenture and Sections 3.04, 3.06, 3.07 and 14.05 of the Base Indenture).


 


“Interest
Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly
or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed
rate of interest on a stated notional amount in exchange for payments made by such other Person calculated by applying a fixed or a floating
rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar
agreements.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB– (or the equivalent)
by S&P, and BBB– (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency.


 


“Issue
Date” means May 26, 2021.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.


 


“Mortgage”
means a mortgage, security interest, pledge or lien.


 


“Note”
or “Notes” has the meaning assigned to it in the preamble and includes the
Initial Notes and any Additional Notes.


 






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“Par
Call Date” means March 15, 2031 (three months prior to the maturity date of the Notes).


 


“Permitted
Liens” means each of the following:


 


(1)              
Mortgages in favor of the Company or any of the Subsidiaries;


 


(2)              
Mortgages to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers’ compensation obligations,
performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Mortgages to secure letters
of credit issued to assure payment of such obligations);


 


(3)              
Mortgages representing any interest or title of a lessor under any Finance Lease Obligations; provided that such Mortgages
do not extend to any property or assets which is not leased property subject to such Finance Lease Obligations;


 


(4)              
Mortgages for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good
faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision
as is required in conformity with GAAP has been made therefor;


 


(5)              
Mortgages on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;


 


(6)              
filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;


 


(7)              
bankers’ liens, rights of setoff, liens arising out of judgments or awards not constituting an Event of Default and notices
of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which
adequate reserves have been made;


 


(8)              
Mortgages on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations
in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate
the purchase, shipment or storage of such inventory or other goods;


 


(9)              
Mortgages securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property
relating to such letters of credit and products and proceeds thereof;


 


(10)          
leases or subleases granted to others not interfering in any material respect with the business of the Company or any of the Restricted
Subsidiaries and any interest or title of a lessor under any lease permitted by this Indenture;


 


(11)          
Mortgages securing Bank Product Obligations, Interest Swap Obligations, Commodity Agreements and Currency Agreements; and


 






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(12)          
 Mortgages existing on the Issue Date.


 


“Person”
means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political
subdivision thereof.


 


“Principal
Property” means, as of any date, any property, plant and equipment comprising a manufacturing facility owned by the Company
or a Restricted Subsidiary; provided that the Company may exclude (and subsequently include in whole or in part, at its option)
from “Principal Property” any such facilities with a net book value not in excess of 5.0% of the Consolidated Net Tangible
Assets of the Company, determined as of the date of such exclusion.


 


“Qualified
Securitization Transaction” means any transaction or series of transactions that may be entered into by the Company or
any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer pursuant to terms
necessary or customary in the relevant jurisdiction, directly or indirectly, to


 


(1)              
a Securitization Entity or to the Company which subsequently transfers to a Securitization Entity (in the case of a transfer by
the Company or any of its Subsidiaries) and


 


(2)              
any other Person (in the case of transfer by a Securitization Entity),


 


or may grant a security interest, in any accounts
receivable or any participations or other interests therein (whether now existing or arising or acquired in the future) of the Company
or any of its Subsidiaries or other entities formed as necessary or customary under the laws of the relevant jurisdiction, and any assets
related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and
all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including
contract rights) which are necessarily or customarily transferred in the relevant jurisdiction or in respect of which security interests
are necessarily or customarily granted in the relevant jurisdiction in connection with asset securitization transactions involving accounts
receivable.


 


“Rating
Agency” means each of (i) S&P, Moody’s and Fitch or (ii) if any of S&P, Moody’s or Fitch or more
than one of them are not making ratings of the Notes publicly available, a nationally recognized U.S. rating agency or agencies, as the
case may be, selected by the Company, which will be substituted for S&P, Moody’s or more than one of them, as the case may be.


 


“Ratings
Event” means (1) to the extent the Notes were rated with an Investment Grade Rating by any of the Rating Agencies
at the commencement of the Relevant Period (as defined below), and the ratings of such Notes are downgraded by at least two of the
three Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control
until the end of the 60-day period following public notice of the occurrence of the Change of Control (the “Relevant
Period”) such that the rating of the Notes by at least two of the three Rating Agencies at the end of the Relevant
Period is below an Investment Grade Rating, which downgrading is a result of the transactions constituting or occurring
simultaneously with the applicable Change of Control (as evidenced by a public statement by the Rating Agency or Rating Agencies
that downgraded the Notes) or (2) to the extent the Notes were not rated with an Investment Grade Rating by any of the Rating
Agencies at the commencement of the Relevant Period, the Notes continue to be rated at a level below an Investment Grade Rating by
at least two of the three Rating Agencies at the end of the Relevant Period.


 






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“Register”
means a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of the Notes and of transfers and exchanges of such Notes which the Company shall cause to be kept at the appropriate office of the Registrar
in accordance with Section 3.05 of the Base Indenture.


 


“Reference
Treasury Dealer” means each of Citigroup Global Markets Inc. and BofA Securities, Inc. or their respective affiliates, and two
other primary U.S. Government securities dealers in New York City appointed by the Company as the Company may specify from time to time
(each, a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be
a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Company, of the bid and asked prices for the maturity most nearly equal to the remaining time to the Par Call Date of the Note
being redeemed (expressed in each case as a percentage of its principal amount) quoted in writing to us by that Reference Treasury Dealer
at 5:00 p.m. (New York City time) on the third Business Day preceding that Redemption Date (or date of deposit in the case of a satisfaction
and discharge).


 


“Restricted
Subsidiary” means a wholly-owned Subsidiary of the Company substantially all of the assets of which are located in the
United States (excluding territories or possessions) and which owns one or more Principal Properties.


 


“S&P”
means S&P Global Ratings, a business unit of S&P Global, Inc. and its successors.


 


“Sale
and Lease-Back Transaction” means the leasing by the Company or any of its Restricted Subsidiaries of any asset, whether
owned at the date of the Indenture or acquired after the date of the Indenture (except for temporary leases for a term, including any
renewal term, of up to three years and except for leases between or among the Company and any of its Restricted Subsidiaries), which property
has been or is to be sold or transferred by the Company or any of its Restricted Subsidiaries to any party with the intention of taking
back a lease of such property.


 






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“Securitization
Entity” means a wholly-owned Subsidiary of the Company (or another Person in which the Company or any Subsidiary of the
Company makes an investment and to which the Company or any Subsidiary of the Company transfers, directly or indirectly, accounts receivable
or participations or interests therein or related assets) which engages in no activities other than in connection with the financing of
accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity


 


(1)              
 no portion of the Indebtedness or any other obligations (contingent or otherwise) of which


 


(a)               
is guaranteed by the Company or any Subsidiary of the Company (other than the Securitization Entity) (excluding guarantees
of obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings,


 


(b)               
is recourse to or obligates the Company or any Subsidiary of the Company (other than the Securitization Entity) in any way
other than pursuant to Standard Securitization Undertakings or


 


(c)               
subjects any property or asset of the Company or any Subsidiary of the Company (other than the Securitization Entity), directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and
other than any interest in the accounts receivable and related assets being financed (whether in the form of an equity interest in such
assets or subordinated Indebtedness payable primarily from such financed assets) retained or acquired by the Company or any Subsidiary
of the Company,


 


(2)              
with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding
other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that
are not affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables
of such entity, and


 


(3)              
to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial
condition or cause such entity to achieve certain levels of operating results.


 


Any such designation by the Board
of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board
of Directors of the Company giving effect to such designation and an officer’s certificate certifying that such designation complied
with the foregoing conditions; provided that Huntsman Receivables Finance LLC and Huntsman Receivables Finance II LLC shall be
deemed to be so designated as of the Issue Date.


 


“Significant
Subsidiary” means any Subsidiary of the Company which, at the date of determination, is a “Significant Subsidiary”
as such term is defined in Regulation S-X under the Exchange Act.


 


“Standard
Securitization Undertakings” means obligations, representations, warranties, covenants and indemnities entered into by
the Company or any Securitization Entity or any Subsidiary of the Company which are customary or necessary in the relevant jurisdiction
in an accounts receivable securitization transaction.


 


“Subsidiary”
means with respect to any Person, (1) any corporation of which the outstanding capital stock having at least a majority of the votes
entitled to be cast in the election of managers or directors, as applicable, under ordinary circumstances shall at the time be
owned, directly or indirectly, by such Person; or (2) any other Person of which at least a majority of the voting interests under
ordinary circumstances is at the time, directly or indirectly, owned by such Person.


 






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“Supplemental
Indenture” has the meaning assigned to it in the preamble to this Supplemental Indenture.


 


“Total
Assets” means, with respect to any Person, as of any date, the total consolidated assets of such Person and its Subsidiaries,
without giving effect to any amortization of the amount of intangible assets since the Issue Date, as shown on the most recent internal
balance sheet of such Person available of such date, prepared in accordance with GAAP.


 


“Trustee”
has the meaning assigned to it in the preamble to this Supplemental Indenture.


 


Section
1.02        Supplemental
Indenture. This Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of
this Supplemental Indenture, all provisions of this Supplemental Indenture are expressly and solely for the benefit of the Holders of
the Notes and any such provisions will not be deemed to apply to any other Securities issued under the Base Indenture and will not be
deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes.


 


Article
2 

FORMS OF SECURITIES


 


Section
2.01        The
Notes. There will be a series of Securities designated the 2.950% Senior Notes due 2031. The Notes will be issued in minimum denominations
of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on June 15, 2031 at the principal amount, plus accrued
and unpaid interest to, but not including, the maturity date.


 


Interest on the Notes will accrue
at the rate of 2.950% per annum. Interest on the Notes is payable semi-annually in arrears on June 15 and December 15, commencing on December
15, 2021. The Company will make each interest payment to the Holders of record of the Notes on the immediately preceding June 1 and December
1.


 


Interest on the Notes will accrue
from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed
on the basis of a 360-day year comprised of twelve 30-day months.


 


Section
2.02        Limitation
on Initial Aggregate Principal Amount; Further Issuances. The aggregate principal amount of the Notes initially will be limited
to $400,000,000. The Company may, without notice to or consent of the Holders, issue Additional Notes from time to time in the
future in an unlimited principal amount, subject to compliance with the terms of this Indenture having the same terms and conditions
as the Notes in all respects (except for any difference in the issue date, issue price, interest accrued prior to the issue date of
the Additional Notes (if applicable) and the first interest payment date (if applicable)) and with the same CUSIP number; provided
that if any such Additional Notes are not fungible with the previously Outstanding Notes for United States federal income tax
purposes, such Additional Notes will have one or more separate CUSIP numbers from the previously Outstanding Notes.


 






    10 


     


    

 


Section
2.03        Global
Form. The Notes will initially be issued in the form of one or more permanent Global Securities. The Notes will not be issuable as
Individual Securities except as provided in Section 3.06 of the Base Indenture. The Notes and the Trustee’s certificate of authentication
will be substantially in the form attached as Exhibit A hereto. The Company will execute and the Trustee will, in accordance
with Section 3.03 of the Base Indenture, authenticate and hold each Global Security as custodian for DTC, as Depositary. Each Global Security
will represent such of the Outstanding Notes as will be specified therein and each will provide that it represents the aggregate principal
amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, transfers and redemptions. Any endorsement
of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented
thereby will be made by the Trustee or the custodian, at the direction of the Trustee. The terms and provisions contained in the form
of Note attached as Exhibit A hereto will constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby.


 


Article
3 

REDEMPTION OF SECURITIES


 


With respect to the Notes only,
Article 4 of the Base Indenture is hereby replaced with the following:


 


Section
3.01        Notices
to Trustee.


 


If the Company elects to redeem
Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 10 days but not
more than 60 days before a Redemption Date, an Officer’s Certificate setting forth:


 


(a)              
the Redemption Date, the redemption price and the amount of accrued interest to be paid;


 


(b)              
the paragraph of the Notes pursuant to which the Notes are being redeemed; and


 


(c)              
that, if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and the only
remaining right of the Holders of such Notes is to receive payment of the redemption price upon surrender to the paying agent of such
Notes.


 


Section
3.02        Selection
of Notes to Be Redeemed.


 


If less than all of the
Notes are to be redeemed at any time, the Trustee will select Notes for redemption (a) if the Notes are in global form, on a pro
rata basis or by lot or such similar method in accordance with the procedures of DTC and (b) if the Notes are in definitive form, on
a pro rata basis (subject to adjustments to maintain the authorized Notes denomination requirements) except:


 






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(i)                
if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or


 


(ii)             
if otherwise required by law.


 


In the event of partial redemption
by lot, the particular Notes to be redeemed will be selected, unless otherwise provided herein, not less than 10 nor more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Notes not previously called for redemption.


 


The Trustee will promptly notify
the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption or purchase,
the principal amount thereof to be redeemed. Notes with a principal amount of $2,000 or less may not be redeemed in part. Except as provided
in the preceding sentence, provisions of this Supplemental Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption.


 


Section
3.03        Notice
of Redemption.


 


At least 10 days but not more
than 60 days before a Redemption Date, the Company will mail or cause to be mailed, by first class mail, or send electronically, a notice
of redemption to each Holder whose Notes are to be redeemed at its registered address, with a copy to the Trustee, except that redemption
notices may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes
or a satisfaction and discharge of this Supplemental Indenture pursuant to Articles 6 or 7 hereof.


 


The notice will identify the
Notes (including CUSIP numbers) to be redeemed and will state:


 


(a)              
the Redemption Date, the redemption price and the amount of accrued interest to be paid;


 


(b)              
the paragraph of the Notes pursuant to which the Notes are being redeemed;


 


(c)              
the name and address of the Paying Agent;


 


(d)              
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(e)              
that unless the Company defaults in making the redemption payment, interest on Notes or portions of them called for redemption
will cease to accrue on and after the Redemption Date;


 






    12 


     


    

 


(f)               
 that, if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and the only
remaining right of the Holders of such Notes is to receive payment of the redemption price upon surrender to the Paying Agent of such
Notes; and


 


(g)              
that, if less than all the Notes are to be redeemed, the identification of the particular Notes and the principal amount
(or portion thereof) of such Notes to be redeemed and the aggregate principal amount of Notes to be Outstanding after such partial redemption.


 


Any redemption or notice of redemption
may, at the Company’s discretion, be subject to one or more conditions precedent. If such redemption or notice of redemption is
so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall
state that, in the Company’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after the
date the notice of redemption was mailed or delivered, including electronically) as any or all such conditions shall be satisfied or otherwise
waived, or such redemption may not occur, and such notice may be rescinded in the event that any or all such conditions shall not have
been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date, or by the Redemption
Date as so delayed.


 


At the Company’s request,
the Trustee will give the notice of redemption in the Company’s name and at its expense. At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 5 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an
Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice.


 


Section
3.04        Effect
of Notice of Redemption.


 


Once a notice of redemption is
sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at
the redemption price.


 


Section
3.05        Deposit
of Redemption or Purchase Price.


 


On or prior to 12:00 p.m. New
York City time on the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest on all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess
of the amounts necessary to pay the redemption or purchase price of and accrued interest on all Notes to be redeemed or purchased.


 


If the Company complies
with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record
date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so
paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 2.01
hereof.


 






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Section
3.06        Notes
Redeemed in Part.


 


Upon surrender and cancellation
of an Individual Security that is redeemed in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Individual Security in the name of the Holder equal in principal amount
to the unredeemed or unpurchased portion of the Individual Security surrendered upon cancellation of the original Individual Security.


 


Section
3.07        Optional
Redemption.


 


(a)              
At any time prior to the Par Call Date, the Company may on any one or more occasions redeem all or a part of the Notes,
upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed,
plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the applicable date of redemption, subject to
the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior
to the Redemption Date.


 


(b)              
Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Company’s option prior to the
Par Call Date.


 


(c)              
At any time on or after the Par Call Date, the Company may on any one or more occasions redeem all or a part of the Notes,
upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest on the Notes redeemed, to, but not including, the applicable Redemption Date, subject to the rights of Holders on
the relevant record date to receive interest on the relevant interest payment date occurring on or prior to the Redemption Date.


 


Unless the Company defaults in
the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable
Redemption Date.


 


Section
3.08        Mandatory
Redemption.


 


The Company is not
required to make mandatory redemption or sinking fund payments with respect to the Notes.


 






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Article
4 

PARTICULAR COVENANTS OF THE COMPANY


 


With respect to the Notes only,
Article 6, other than Section 6.02 and 6.03, of the Base Indenture is hereby replaced with the following:


 


Section
4.01        Payment
of Notes.


 


The Company will pay or cause
to be paid the principal of, premium on, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal,
premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 12:00 p.m. New York City Time on the due date money deposited by the Company in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest, if any, then due.


 


Section
4.02        Maintenance
of Office or Agency.


 


The Company will maintain an
office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes
and this Supplemental Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee; provided that no office of the Trustee shall be a place for service of legal process on the Company.


 


The Company may also from time
to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner
relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


 


The Company hereby designates
the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 3.05 of the Base Indenture.


 


Section
4.03        Reports.


 


(a)              
Whether or not required by the SEC, so long as any Notes are Outstanding, the Company will furnish to the Trustee and to
the Holders of Notes, within the time periods specified in the SEC’s rules and regulations including any extension periods available
under such rules and regulations and excluding any requirement and time periods applicable to “accelerated filers” (as defined
in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to securities analysts and potential investors
upon request:


 


(i)                
all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if the Company were required to file such Forms, including a “Narrative Analysis of Results of Operations” or “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, and, with respect to the annual information
only, a report on the annual financial statements by the Company’s certified independent accountants; and


 


(ii)             
 all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.


 






    15 


     


    

 


Notwithstanding the foregoing,
the Company will not be required to furnish any information or reports that are separate from information or reports furnished by Huntsman
Corporation, and the requirements specified in this Section 4.03 will be deemed to be satisfied upon Huntsman Corporation’s filing
of its required reports within the time periods specified in the SEC’s rules and regulations including any extension periods available
under such rules and regulations; provided that the consolidated assets, liabilities, revenues and net income of Huntsman Corporation
are substantially similar to those of the Company at the time of such filing.


 


(b)              
In the event that any direct or indirect parent company of the Company is or becomes a guarantor of the Notes, the Company
may satisfy the requirements of this Section 4.03 with respect to financial information relating to the Company by furnishing financial
information relating to such direct or indirect parent company as provided in Section 3-10 of Regulation S-X under the Exchange Act.


 


(c)              
Delivery of reports, information and documents to the Trustee under this Section 4.03 are for informational purposes only
and the Trustee’s receipt of the foregoing shall not constitute constructive or actual 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 Officer’s Certificates).


 


Section
4.04        Compliance
Certificate.


 


(a)              
The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate
stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under
the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default has occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments
on account of the principal of, premium on, if any, and interest on the Notes is prohibited or if such event has occurred, a description
of the event and what action the Company is taking or proposes to take with respect thereto.


 


(b)              
So long as any of the Notes are Outstanding, the Company will deliver to the Trustee, promptly upon any Officer obtaining
knowledge of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default.


 






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(c)              
 The Officer’s Certificates referenced in this Section 4.04 shall be executed by the principal executive officer,
principal financial officer or principal accounting officer of the Company.


 


Section
4.05        [reserved].


 


Section
4.06        Limitation
on Secured Debt.


 


(a)              
The Company will not, and will not permit any of its Restricted Subsidiaries to create, incur, issue, assume or guarantee
any Indebtedness for borrowed money secured by a Mortgage, on or upon any Principal Property, whether owned at the date of this Indenture
or acquired after the date of this Indenture, without ensuring that the Notes (together, at the Company’s option, with any other
Indebtedness created, issued, assumed or guaranteed by the Company or any of its Restricted Subsidiaries then existing or thereafter created)
will be secured by such Mortgage equally and ratably with (or, at the Company’s option, prior to) such Indebtedness for so long
as, and to the extent, such indebtedness is so secured (and any Mortgage created for the benefit of the Holders of the Notes and any other
Securities of any series issued pursuant to the Base Indenture and having the benefit of this covenant shall provide by its terms that
such Mortgage will be automatically released and discharged upon the release and discharge of the Mortgage securing such other Indebtedness).


 


(b)              
The provisions of Section 4.06(a) hereof will not apply to Indebtedness secured by any of the following:


 


(i)                
Mortgages on any property acquired, leased, constructed or improved by the Company or any of its Restricted Subsidiaries after
the Issue Date to secure Indebtedness incurred for the purpose of financing or refinancing all or any part of the purchase price of such
property or of the cost of any construction or improvements on such property, in each case, to the extent that the original Indebtedness
is incurred prior to or within one year after the applicable acquisition, lease, completion of construction or beginning of commercial
operation of such property, as the case may be;


 


(ii)             
Mortgages on any property existing at the time the Company or any Restricted Subsidiary acquires any of the same, which Mortgages
were not incurred in anticipation of such acquisition;


 


(iii)           
Mortgages on property of a Person existing at the time the Company or any Restricted Subsidiary merges or consolidates with such
Person or at the time the Company or any Restricted Subsidiary acquires all or substantially all of the properties of such Person, which
Mortgages were not incurred in anticipation of such merger, consolidation or acquisition;


 


(iv)            
Mortgages to secure Indebtedness of any Restricted Subsidiary of the Company to the Company or another Restricted Subsidiary;


 


(v)               Mortgages
in favor of governmental bodies to secure partial, progress, advance or other payments pursuant to any contract or statute or to
secure Indebtedness incurred or guaranteed to finance or refinance all or any part of the purchase price of the property, shares of
capital stock or Indebtedness subject to such Mortgages, or the cost of constructing or improving the property subject to such
Mortgage;


 






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(vi)        extensions, renewals or replacements of any Mortgage existing on the Issue Date or any Mortgage referred to in clauses (i) through
(v) above; provided that the principal amount of Indebtedness secured thereby may not exceed the principal amount of Indebtedness
so secured at the time of such extension, renewal or replacement (plus the amount of all fees, expenses and accrued interest payable in
connection therewith), and such extension, renewal or replacement will be limited to all or a part of the property (plus improvements
and construction on such property), shares of capital stock or Indebtedness that was subject to the Mortgage so extended, renewed or replaced;


 


(vii)       Mortgages
on accounts receivable and related assets of the Company and its Restricted Subsidiaries pursuant to a Qualified Securitization Transaction;
and


 


(viii)      Permitted Liens.


 


(c)               Notwithstanding
the restrictions in Section 4.06(a), the Company and any of its Restricted Subsidiaries may create, incur, issue, assume or guarantee
Indebtedness secured by a Mortgage without adhering to the requirements of Section 4.06(a) or (b), if at the time of such issuance, assumption
or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the aggregate
amount of all such Indebtedness secured by Mortgages that would otherwise be subject to the restrictions in Section 4.06(a) (other than
any Indebtedness secured by Mortgages described in clauses (i) through (viii) of Section 4.06(b)) plus the aggregate amount (without
duplication) of all Attributable Debt of the Company and any of its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions
(with the exception of any such transactions that are permitted under clauses (a) and (b) of Section 4.07) does not exceed 20% of the
Consolidated Net Tangible Assets of the Company as of the date on which any such Indebtedness is incurred.


 


Section
4.07        Limitation
on Sale and Lease-Back Transactions.


 


The Company will not, and will
not permit any of its Restricted Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any of their Principal
Properties unless:


 


(a)               the
Company or such Restricted Subsidiary would be entitled under the provisions described in clauses (i) through (viii) of Section 4.06(b)
to create, incur, issue, assume or guarantee Indebtedness secured by a Mortgage on the property to be leased without having to equally
and ratably secure the Notes;


 


(b)              the
Company or any of its Restricted Subsidiaries applies an amount equal to the amount of the net cash proceeds from the sale of the Principal
Property sold in such Sale and Lease-Back Transaction within 365 days after the consummation thereof to make non-mandatory prepayments
on long-term Indebtedness, retire long-term Indebtedness or acquire, construct or improve a manufacturing plant or facility or other
assets that are used or useful in their business; provided that any such long-term Indebtedness retired is pari passu with or
senior to the Notes; or


 






    18


     


    

 


(c)              
the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Lease-Back Transaction
and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction
as would be permitted pursuant to clauses (a) or (b) of this Section 4.07), plus the aggregate principal amount (without duplication)
of Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (i)
through (viii) of Section 4.06(b)) that do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other
Indebtedness secured thereby) would not exceed 20% of the Consolidated Net Tangible Assets of the Company as of the date of consummation
of any such Sale and Lease-Back Transaction pursuant to this clause (c).


 


Section
4.08        [reserved].


 


Section
4.09        Offer
to Repurchase Upon Change of Control Repurchase Event.


 


(a)               Upon
the occurrence of a Change of Control Repurchase Event, each Holder of the Notes will have the right to require the Company to make an
offer (a “Change of Control Offer”) to each Holder to repurchase all or any
part (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes
repurchased to the date of purchase, subject to the rights of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date (the “Change of Control Payment”). Within
30 days following any Change of Control Repurchase Event, the Company will mail or cause to be mailed, by first class mail, or send electronically,
a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control
and stating:


 


(i)          that a Change of Control Repurchase Event has occurred and that such Holder has the right to require the Company to repurchase
such Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest,
to, but not including, the date of repurchase (subject to the rights of Holders of record on a record date to receive interest on the
relevant interest payment date);


 


(ii)         the circumstances and relevant facts and financial information regarding such Change of Control Repurchase Event;


 


(iii)        the repurchase date (the “Change of Control Payment Date”) (which will
be no earlier than 30 days nor later than 60 days from the date such notice is sent); and


 


(iv)        that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes,
with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer,
to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change
of Control Payment Date;


 






    19


     


    

 


The Company will comply
with the requirements of Section 14(e) under the Exchange Act and any other securities laws, rules and regulations thereunder to the
extent those laws, rules and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of
Control Repurchase Event. To the extent that the provisions of any securities laws, rules or regulations conflict with the
provisions of this Section 4.09, the Company will comply with the applicable securities laws, rules and regulations and will not be
deemed to have breached its obligations under this Section 4.09 by virtue of such compliance.


 


(b)              On
the Change of Control Payment Date, the Company will, to the extent lawful:


 


(i)          accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)         deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;
and


 


(iii)        deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions of Notes being purchased by the Company.


 


The Paying Agent will promptly
mail or otherwise deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred
by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, the Company
will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.


 


Notes repurchased by the Company
pursuant to a Change of Control Offer will have the status of Notes issued but not Outstanding or will be retired or canceled at the option
of the Company. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and Outstanding.


 


(c)               Notwithstanding anything to the contrary in this Section 4.09, the Company will not be required to make a Change of Control
Offer with respect to the Notes upon the consummation of a Change of Control Repurchase Event if a third party makes the Change of Control
Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Section 4.09 and purchases all Notes
properly tendered and not withdrawn under the Change of Control Offer.


 


(d)               Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change
of Control, and conditioned upon the consummation of a Change of Control, if a definitive agreement is in place for the Change of Control
at the time of making of the Change of Control Offer.


 


Section
4.10        Merger,
Consolidation and Sale of Assets.


 


(a)               The
Company may consolidate or merge with or into any other Person, or lease, sell or transfer all or substantially all of its properties
and assets if:


 






    20


     


    

 


(i)          the Person formed by such consolidation or into which the Company is merged, or the Person which acquires by lease, sale or transfer
all or substantially all of the property and assets of the Company is a corporation or a limited liability company organized and existing
under the laws of the United States, any state in the United States or the District of Columbia;


 


(ii)         the
Person formed by such consolidation or into which the Company is merged, or the Person which acquires by lease, sale or transfer all
or substantially all of the property and assets of the Company, agrees to pay the principal of, and any premium and interest on, the
Notes, perform and observe all covenants and conditions of this Indenture by executing and delivering to the Trustee a supplemental indenture;
and


 


(iii)        immediately
after giving effect to such transaction and treating Indebtedness for borrowed money that becomes an obligation of the Company or any
of its Restricted Subsidiaries as a result of such transaction as having been incurred by the Company or such Restricted Subsidiaries
at the time of such transaction, no Default or Event of Default shall have occurred and be continuing.


 


If, upon any such consolidation
or merger, or upon any such lease, sale or transfer of property and assets, any Principal Property owned immediately prior to the transaction,
would thereupon become subject to a Mortgage securing any Indebtedness for borrowed money of, or guaranteed by, such other Person (other
than any Mortgage, security interest, pledge or Mortgage permitted pursuant to clauses (i) through (viii) of Section 4.06(b)), the Company
or such Restricted Subsidiary will, prior to such consolidation, merger, lease, sale or transfer, by executing and delivering to the Trustee
a supplemental indenture, secure the due and punctual payment of the principal of, and any premium and interest on, the Notes (together,
at the Company’s option, with any other Indebtedness of, or guaranteed by, the Company or any of its Restricted Subsidiaries then
existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) the Indebtedness secured by such
Mortgage for so long as, and to the extent, such Indebtedness is so secured.


 


In addition, notwithstanding
the foregoing, the Company may (a) consolidate or merge with or into, or sell, lease or transfer all or substantially all of its properties
or assets to, any of its Restricted Subsidiaries or (b) merge or consolidate with an affiliate incorporated solely for the purpose of
reincorporating or reorganizing in another jurisdiction; provided that in each case the Company complies with clause (2) above.


 


(b)              Upon
any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all
of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section
4.10(a) hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of
the Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under the Indenture with the same effect as if such successor Person had been named as
the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay
the principal of, premium on, if any, and interest on, the Notes except in the case of a sale of all of the Company’s assets
in a transaction that is subject to, and that complies with the provisions of, Section 4.10(a) hereof.


 






    21


     


    

 


Article
5 

REMEDIES OF TRUSTEE AND SECURITYHOLDERS


 


With respect to the Notes only,
Section 7.01 and Section 7.02 of the Base Indenture are hereby replaced with the following:


 


Section
5.01         Events
of Default.


 


Each of the following events
is an “Event of Default” under this Indenture:


 


(i)          the
failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;


 


(ii)         the
failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise;


 


(iii)        the
failure of the Company to comply with any covenant or agreement contained in this Indenture, which default continues for a period of
90 days after the Company receives a written notice specifying the default (or 120 days after such a notice in the event of a Default
under Section 4.03 hereof) (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the Outstanding
principal amount of the Notes, except in the case of a Default with respect to Section 4.10 hereof, which will constitute an Event of
Default with such notice requirement but without such passage of time requirement;


 


(iv)        the
occurrence of any default under any agreement governing Indebtedness of the Company or any of its Significant Subsidiaries if that default:


 


(A)             is
caused by the failure to pay the principal amount of any Indebtedness after giving effect to any applicable grace periods and any extensions
of time for payment of such Indebtedness; or


 


(B)              results
in the acceleration of the stated maturity of any such Indebtedness, and in each case, the aggregate principal amount of such Indebtedness
unpaid or accelerated aggregates $150.0 million or more and has not been discharged in full or such acceleration has not been rescinded
or annulled within 30 days of such final maturity or acceleration;


 


(v)         the
Company:


 


(A)             commences
a voluntary case,


 






    22


     


    

 


(B)             consents
to the entry of an order for relief against it in an involuntary case,


 


(C)             consents
to the appointment of a Custodian of it or for all or substantially all of its property,


 


(D)             makes
a general assignment for the benefit of its creditors, or


 


(E)              generally
is not paying its debts as they become due; or


 


(vi)        a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)             is
for relief against the Company in an involuntary case;


 


(B)             appoints
a Custodian of the Company; or


 


(C)             orders
the liquidation of the Company;


 


and the order or decree remains
unstayed and in effect for 60 consecutive days.


 


Section
5.02        Acceleration.


 


In the case of an Event of Default
specified in clause (v) or (vi) of Section 5.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the Outstanding Notes will become immediately due and payable without further action or notice.
If any other Event of Default occurs and is continuing, then the Trustee by notice in writing to the Company or the Holders of at least
25% in principal amount of Outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable
by notice in writing (the “Acceleration Notice”) to the Company and, if given
by the Holders, the Trustee, which notice must also specify that it is a “notice of acceleration.” In that event, the Notes
will become immediately due and payable. Any time period in the Indenture to cure any actual or alleged Default or Event of Default may
be extended or stayed by a court of competent jurisdiction.


 


At any time after a declaration
of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the
Outstanding Notes may rescind and cancel such declaration and its consequences:


 


(a)               if
the rescission would not conflict with any judgment or decree;


 


(b)              if
all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because
of the acceleration;


 


(c)               to
the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become
due otherwise than by such declaration of acceleration, has been paid;


 






    23


     


    

 


(d)              if
the Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances;
and


 


(e)               in
the event of the cure or waiver of an Event of Default specified in clauses (v) or (vi) of Section 5.01 hereof; provided that
the Trustee shall have received an Officer’s Certificate that such Event of Default has been cured or waived.


 


No such rescission shall affect
any subsequent Default or impair any right consequent thereto.


 


Article
6 

SATISFACTION AND DISCHARGE


 


With respect to the Notes only,
Section 12.02 of the Base Indenture is hereby replaced with the following:


 


Section
6.01        Satisfaction
and Discharge.


 


This Supplemental Indenture will
be discharged and will cease to be of further effect as to all Notes issued hereunder, when:


 


(a)               either:


 


(i)          all
the existing authenticated and delivered Notes (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for
whose payment money has been deposited in trust or segregated and held in trust by the Company and repaid to the Company or discharged
from such trust) have been delivered to the Trustee for cancellation; or


 


(ii)         all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one
year (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes), and
the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders of such Notes, funds in amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge
the entire Indebtedness on such Notes not already delivered to the Trustee for cancellation, for principal of, premium, if any, and interest
on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds
to the payment thereof at maturity or redemption, as the case may be; provided that in connection with any discharge relating
to any redemption that requires the payment of an Applicable Premium, the amount deposited shall be sufficient for purposes of this Supplemental
Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the
notice of redemption, with any deficit as of the Redemption Date only required to be deposited with the Trustee on or prior to the Redemption
Date;


 


(b)              the
Company has paid or caused to be paid all sums payable by it under the Indenture; and


 






    24


     


    

 


(c)               the
Company has, upon its request for written acknowledgment of such satisfaction and discharge of this Indenture, delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction
and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction
and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section
6.01, the provisions of Section 12.04 and 12.07 of the Base Indenture will survive. In addition, nothing in this Section 6.01 will be
deemed to discharge those provisions of Section 11.01(a) of the Base Indenture, that, by their terms, survive the satisfaction and discharge
of this Indenture.


 


Article
7 

LEGAL AND COVENANT DEFEASANCE


 


With respect to the Notes only,
Section 12.03 of the Base Indenture is hereby deleted and replaced with the following:


 


Section
7.01        Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may at any time,
at the option of its Board of Directors evidenced by a resolution accompanied by an Officer’s Certificate, elect to have either
Section 7.02 or 7.03 hereof be applied to all Outstanding Notes upon compliance with the conditions set forth below in this Article 7.


 


Section
7.02         Legal
Defeasance and Discharge.


 


Upon the Company’s exercise
under Section 7.01 hereof of the option applicable to this Section 7.02, the Company will, subject to the satisfaction of the conditions
set forth in Section 7.04 hereof, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire Indebtedness represented
by the Outstanding Notes, which will thereafter be deemed to be Outstanding only for the purposes of Section 12.06 of the Base Indenture
and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under
such Notes and this Indenture (and the Trustee, on written request of and at the expense of the Company, shall execute such instruments
reasonably requested by the Company acknowledging the same), except for the following provisions which will survive until otherwise terminated
or discharged hereunder:


 


(a)               the
rights of Holders of Outstanding Notes to receive payments in respect of the principal of, premium on, if any, and interest on such Notes
when such payments are due from the trust referred to in Section 7.04 hereof;


 


(b)              the Company’s obligations with respect to such Notes under Article 3 of the Base Indenture and Section 4.02 hereof;


 


(c)               the
rights, powers, trust, duties and immunities of the Trustee hereunder and under the Base Indenture and the Company’s obligations
in connection therewith; and


 






    25


     


    

 


(d)              this
Article 7, as it relates to Legal Defeasance.


 


Subject to compliance with this
Article 7, the Company may exercise its option under this Section 7.02 notwithstanding the prior exercise of its option under Section
7.03 hereof.


 


Section
7.03        Covenant
Defeasance.


 


Upon the Company’s exercise
under Section 7.01 hereof of the option applicable to this Section 7.03, the Company will, subject to the satisfaction of the conditions
set forth in Section 7.04 hereof, be released from each of its obligations under the covenants contained in Sections 4.06, 4.07, 4.09
and 4.10 hereof with respect to the Outstanding Notes on and after the date the conditions set forth in Section 7.04 hereof are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed
not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof)
in connection with such covenants, but will continue to be deemed Outstanding for all other purposes hereunder (it being understood that
such Notes will not be deemed Outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the Outstanding Notes, the Company may omit to comply with and will have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not
constitute a Default or an Event of Default under Section 5.01 hereof, but, except as specified above, the remainder of this Indenture
and such Notes will be unaffected thereby. In addition, upon the Company’s exercise under Section 7.01 hereof of the option applicable
to this Section 7.03, subject to the satisfaction of the conditions set forth in Section 7.04 hereof, Sections 5.01(iii) and 5.01(iv)
hereof will not constitute Events of Default.


 


Section
7.04        Conditions
to Legal or Covenant Defeasance.


 


In order to exercise either Legal
Defeasance or Covenant Defeasance under either Section 7.02 or 7.03 hereof:


 


(a)               the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Dollars or non-callable U.S.
Government Obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on an applicable Redemption
Date; provided that in connection with any such deposit relating to any redemption that requires the payment of an Applicable
Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee
equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the Redemption Date only
required to be deposited with the Trustee on or prior to the Redemption Date;


 


(b)              in
the case of an election under Section 7.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that:


 


(i)          the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 






    26


     


    

 


(ii)         since
the Issue Date, there has been a change in the applicable federal income tax law,


 


in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,


 


(c)               in the case of an election under Section 7.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
confirming that the beneficial owners of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)              no
Default or Event of Default shall have occurred and be continuing on the date of such deposit;


 


(e)               such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or
any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound;


 


(f)               the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company
with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and


 


(g)              the
Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Article
8 

SUPPLEMENTAL INDENTURES


 


With respect to the Notes only,
Sections 14.01 and 14.02 of the Base Indenture are hereby replaced with the following:


 


Section
8.01        Without
Consent of Holders of Notes.


 


Notwithstanding Section 8.02
of this Supplemental Indenture, without the consent of any Holder of Notes, the Company and the Trustee may amend or supplement this Supplemental
Indenture or the Notes to:


 


(i)          cure any ambiguity, omission, defect or inconsistency;


 






    27


     


    

 



 


(ii)             
 provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or
sale of all or substantially all of the Company’s assets;


 


(iii)            
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(iv)            
add any Person as a guarantor of the Notes or secure the Notes or any guarantees;


 


(v)             
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect
in any material respect the legal rights under this Indenture of any such Holder;


 


(vi)            
comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA;


 


(vii)           
conform this Indenture or the Notes to the descriptions thereof set forth in the “Description of Notes” section of
the Company’s prospectus supplement, dated May 24, 2021, relating to the initial offering of the Notes to the extent that the Trustee
has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the corresponding provision
in such “Description of Notes”;


 


(viii)          
comply with the rules of any applicable clearing agency registered under the Exchange Act that is designated to act as a depositary
for the Notes; or


 


(ix)            
comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Notes may be
listed or traded.


 


Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon
receipt by the Trustee of the documents described in Section 14.03 of the Base Indenture, the Trustee will join with the Company in the
execution of any amended or supplemental indenture authorized or permitted by the terms of this Supplemental Indenture and to make any
further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental indenture that affects its own rights, duties or immunities under the Indenture or otherwise.


 


Section
8.02        With
Consent of Holders of Notes.


 


Except as provided below in
this Section 8.02, the Company and the Trustee may amend or supplement this Supplemental Indenture (including, without limitation,
Section 4.09 hereof) and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then
Outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 7.06
and 7.07 of the Base Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of
the principal of, premium on, if any, interest on, the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for,
or purchase of, the Notes).


 






    28


     


    

 


Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 14.03 of the Base Indenture, the Trustee will join with the Company in the execution
of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties
or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into
such amended or supplemental indenture.


 


It is not necessary for the consent
of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it
is sufficient if such consent approves the substance thereof.


 


After an amendment, supplement
or waiver under this Section 8.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any
way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 7.06 and 7.07 of the Base
Indenture, the Holders of a majority in aggregate principal amount of the Notes then Outstanding voting as a single class may waive compliance
in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 8.02 may not (with respect to any Notes held by a non-consenting Holder):


 


(i)              
reduce the percentage of the principal amount of Outstanding Notes whose Holders must consent to an amendment;


 


(ii)             
reduce the rate of or change the time for payment of interest, including defaulted interest, on such Notes;


 


(iii)            
reduce the principal of or change the fixed maturity of such Notes or change the date on which the Notes may be subject to redemption
or repurchase (other than by amending the provisions of Section 4.09 hereof), or reduce the redemption or repurchase price for the Notes;


 


(iv)            
make such Notes payable in money other than that stated in the Notes;


 


(v)             
make any change in the provisions of this Indenture relating to the rights of each Holder of such Notes to receive payments of
principal of and interest on the Notes, or permitting Holders of a majority in principal amount of such Notes to waive Defaults or Events
of Default; or


 





(vi)            
 after a Change of Control Repurchase Event has occurred, amend, change or modify in any material respect the obligation of the
Company to make and complete a Change of Control Offer with respect to such Change of Control Repurchase Event.


 






    29


     


    

 


Article
9 

MISCELLANEOUS


 


Section
9.01        Table
of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall
in no way modify or restrict any of the terms or provisions. Unless otherwise expressly specified, references in this Supplemental Indenture
to specific Articles, Sections or clauses refer to Articles, Sections and clauses contained in this Supplemental Indenture, unless such
Article, Section or clause is incorporated herein by reference to the Base Indenture or no such Article, Section or clause appears in
this Supplemental Indenture, in which case such references refer to the applicable section of the Base Indenture.


 


Section
9.02        Governing
Law. This Supplemental Indenture and the Notes shall be deemed to be contracts made under the law of the State of New York, and for
all purposes shall be governed by and construed in accordance with the law of said State.


 


Section
9.03        JURY
TRIAL WAIVER. EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE AND THE NOTES OR THE TRANSACTIONS CONTEMPLATED
BY THIS SUPPLEMENTAL INDENTURE OR THE NOTES.


 


Section
9.04        Submission
to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture, the Notes or the
transactions contemplated by this Supplemental Indenture or the Notes may be instituted in the federal courts of the United States
of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York
(collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction of such courts
in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any
applicable statute or rule of court) to such party’s address set forth in Section 16.03 of the Base Indenture will be
effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the Trustee and
each Holder (by its acceptance of any Note), to the extent permitted by applicable law, irrevocably and unconditionally waives any
objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally
waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.


 






    30


     


    

 


Section
9.05        Counterparts
Originals. This 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 Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for
all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for
all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of
like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental
Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use
of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated
hereunder by electronic means; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any
obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant
to reasonable procedures approved by the Trustee.


 


Section
9.06        Separability
Clause. In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


[Signatures on following page]


 






    31


     


    

 





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


 


	 	HUNTSMAN INTERNATIONAL, LLC, as Issuer
	 	 	 
	 	By:	/s/ Claire Mei
	 	Name:	Claire Mei
	 	Title:	Vice President and Treasurer



 


[Signature page to Supplemental Indenture]


 









    


     


    

 


		WILMINGTON TRUST NATIONAL

ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Sarah Vilhauer
	 	Name:	Sarah Vilhauer
	 	Title:	Banking Officer



 


[Signature page to Supplemental Indenture]


 






    


     


    

 





EXHIBIT A


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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 SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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.]1


 





 



 1 Include Global Security
Legend, if applicable.


 






    A-1


     


    

 



 


[Face of Note]


CUSIP NO. [                    ]


 


2.950% Senior Notes due 2031


 


No. [  ]


 


$[           ]


 


HUNTSMAN INTERNATIONAL LLC


 


promises to pay to [         ] or to registered assigns the
principal amount of [          ] DOLLARS or such other amount listed on the Schedule of Exchanges or Interests in the Global Security on June 15,
2031.


 


Interest Payment Dates: June 15 and December 15


 


Record Dates: June 1 and December 1


 






    A-2 


     


    

 


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


 


Dated:


 


	 	HUNTSMAN INTERNATIONAL LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


This is one of the Notes referred to

in the within-mentioned Supplemental Indenture:


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


	By:	 	 
	Authorized Signatory	 
	 	 
	Dated:	 



 






    A-3 


     


    

 


[Back of Note]


 


2.950% Senior Notes due 2031


 


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated. For the purposes of this Note, “Notes” shall
refer to the 2.950% Senior Notes due 2031 of the Company.


 


1.                 
INTEREST. The Company promises to pay interest on the principal amount of this Note at the rate of 2.950% per annum from the Issue
Date until maturity. The Company will pay interest semi-annually in arrears on June 15 and December 15 of each year (each an “Interest
Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on
the face and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be December 15, 2021. The Company shall pay interest (including post-petition
interest in any proceeding under the Bankruptcy Code) on overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue installments
of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.                 
METHOD OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
at the close of business on June 1 and December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 3.08 of the Base Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for
such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest and premium on all Global Securities and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.


 


3.                 
PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.


 






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4.                 
 INDENTURE. The Company issued the Notes under an Indenture, dated as of March 13, 2019 (the “Base
Indenture”), between Huntsman International LLC and Wilmington Trust, National Association, as Trustee, as supplemented
by the Second Supplemental Indenture, dated as of May 26, 2021 (the “Supplemental Indenture”
and together with the Base Indenture, the “Indenture”), between Huntsman International
LLC and Wilmington Trust, National Association, as Trustee. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).
The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent
any provision of this Note conflicts with the express provisions of the Supplemental Indenture, the provisions of the Supplemental Indenture
shall govern and be controlling.


 


	5.	OPTIONAL REDEMPTION.



 


(a)              
At any time prior to March 15, 2031 (the “Par Call Date”), the
Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice,
at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and
unpaid interest to, but not including, the applicable date of redemption, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant Interest Payment Date occurring on or prior to the Redemption Date.


 


(b)              
At any time on or after the Par Call Date, the Company may on any one or more occasions redeem all or a part of the Notes,
upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest on the Notes redeemed, to, but not including, the applicable Redemption Date, subject to the rights of Holders on
the relevant record date to receive interest due on the relevant Interest Payment Date occurring on or prior to the Redemption Date.


 


6.                 
MANDATORY REDEMPTION. The Company shall not be required to make mandatory redemption payments with respect to the Notes.


 


7.                 
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and
the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange
or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, neither the Trustee nor the Company need exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.


 


8.                 
PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 






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9.                 
 AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions,
any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment,
with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of
a Note, the Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) cure any ambiguity, omission,
defect or inconsistency; (2) provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger
or consolidation or sale of all or substantially all of the Company’s assets; (3) provide for uncertificated Notes in addition to
or in place of certificated Notes; (4) add any Person as a guarantor of the Notes or secure the Notes or any guarantees; (5) make any
change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material
respect the legal rights under the Indenture of any such Holder; (6) comply with requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA; (7) conform the Indenture or the Notes to the descriptions thereof set forth in the
 “Description of Notes” section of the Company’s prospectus supplement, dated May 24, 2021, relating to the initial offering
of the Notes to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended
conflict with the corresponding provision in such “Description of Notes”;
(8) comply with the rules of any applicable clearing agency registered under the Exchange Act that is designated to act as a depositary
for the Notes; or (9) comply with the rules or regulations of any securities exchange or automated quotation system on which any of the
Notes may be listed or traded.


 


10.             
DEFAULTS AND REMEDIES. Each of the following events is an “Event of Default”:
(1) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;
(2) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise;
(3) the failure of the Company to comply with any covenant or agreement contained in the Indenture, which default continues for a period
of 90 days after the Company receives a written notice specifying the default (or 120 days after such a notice in the event of a Default
under Section 4.03 of the Supplemental Indenture) (and demanding that such default be remedied) from the Trustee or the Holders of at
least 25% of the outstanding principal amount of the Notes (including any Additional Notes subsequently issued under the Supplemental
Indenture) (except in the case of a default with respect to Section 4.10 of the Supplemental Indenture, which will constitute an Event
of Default with such notice requirement but without such passage of time requirement); (4) the occurrence of any default under any agreement
governing Indebtedness of the Company or any of its Significant Subsidiaries if that default: (A) is caused by the failure to pay the
principal amount of any Indebtedness after giving effect to any applicable grace periods and any extensions of time for payment of such
Indebtedness or; (B) results in the acceleration of the stated maturity of any such Indebtedness, and in each case, the aggregate principal
amount of such Indebtedness unpaid or accelerated aggregates $150.0 million or more and has not been discharged in full or such acceleration
has not been rescinded or annulled within 30 days of such final maturity or acceleration; (5) the Company: (A) commences a voluntary
case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian
of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally
is not paying its debts as they become due; or (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: (A) is for relief against the Company in an involuntary case; (B) appoints a Custodian of the Company; or (C) orders the liquidation
of the Company, and the order or decree remains unstayed and in effect for 60 consecutive days.


 






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In the case of an Event of Default specified in clause
(5) or (6) above occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of
the Outstanding Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and
is continuing, then the Trustee by notice in writing to the Company or the Holders of at least 25% in principal amount of Outstanding
Notes may declare the principal of and accrued interest on all the Notes to be due and payable by delivering an Acceleration Notice to
the Company and, if given by the Holders, the Trustee, which notice must also specify that it is a “notice of acceleration.”
In that event, the Notes will become immediately due and payable.


 


Any time period in the Indenture
to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction.


 


11.             
TRUSTEE DEALINGS WITH ISSUER. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.


 


12.             
NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator, member or stockholder of the Company, as such, shall not
have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.


 


13.             
GOVERNING LAW. THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAW OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF SAID STATE.


 


14.             
AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


15.             
ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 






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16.             
CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Supplemental Indenture and/or the Base Indenture, as applicable. Requests may be made to the
Company:


 


c/o Huntsman International LLC

10003 Woodloch Forest Drive

The Woodlands, Texas 77380

Attention: Corporate Secretary


 






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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(i)	or (we) assign and transfer this Note to:   	
	 	 	(Insert assignee’s legal name)









 


(Insert assignee’s soc. sec. or tax I.D. no.)


 





 


 


 


          (Print or type assignee’s name,
address and zip code)


 


	and irrevocably appoint		to transfer 




this Note on the books of the Company. The agent may substitute another to act for him.


 


	Date: 	 	 




 


	Your Signature:  	 	 




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


 


	Signature Guarantee*: 	   	 




 


* Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor acceptable to the Trustee).


 


 



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SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL SECURITY*


 


The following exchanges of a
part of this Global Security for an interest in another Global Security or for an Individual Security, or exchanges of a part of another
Global Security or Individual Security for an interest in this Global Security, have been made:


 


	
    Date of

    Exchange
	
    Amount of

    decrease in

    Principal

    Amount of this

    Global Security
	
    Amount of

    increase in

    Principal

    Amount of this

    Global Security
	
    Principal

    Amount of this

    Global Security

    following such

    decrease (or

    increase)
	
    Signature
    of 

authorized

 officer of 

Trustee or

 Custodian



 






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