Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 2024, Huntsman Corporation's wholly-owned subsidiary, Huntsman International LLC (the "Issuer"), issued $350,000,000 in aggregate principal amount of its 5.700% Senior Notes due 2034 (the "Notes"), pursuant to the Indenture, dated as of September 26, 2024 (the "Base Indenture"), by and between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of September 26, 2024, by and between the Issuer and the Trustee (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes were sold pursuant to the Underwriting Agreement (as defined below).

The Notes are general unsecured senior obligations of the Issuer. Interest on the Notes will accrue from September 26, 2024 and will be payable on April 15 and October 15 of each year, beginning April 15, 2025, at a rate of 5.700% per year. The Notes will mature on October 15, 2034.

The Indenture imposes certain limitations on the ability of the Issuer and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets.

The Issuer may, at its option, redeem some or all of the Notes at the applicable make-whole price set forth in the Notes (which shall be calculated with the applicable U.S. treasury rate plus 30 basis points), plus accrued and unpaid interest to, but not including, the date of redemption. In addition, at any time on or after July 15, 2034 (three months prior to the maturity date of the Notes), the Company may redeem some or all of the Notes at par, plus accrued and unpaid interest to, but not including, the date of redemption.

Upon the occurrence of certain change of control repurchase events, holders of the Notes will have the right to require that the Issuer purchase all or a portion of such holder's Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not including, the date of repurchase.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which is filed as Exhibit 4.1 hereto, and the Supplemental Indenture, which is filed as Exhibit 4.2 hereto, each of which is incorporated herein by reference.