Exhibit 1.1
Execution Version
HUNTSMAN INTERNATIONAL LLC
(a Delaware limited liability company)
$350,000,000 5.700% Senior Notes due 2034
UNDERWRITING AGREEMENT
Dated: September 24, 2024
HUNTSMAN INTERNATIONAL LLC
(a Delaware limited liability company)
$350,000,000 5.700% Senior Notes due 2034
UNDERWRITING AGREEMENT
September 24, 2024
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
New York, New York 10013
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
New York, New York 10179
As Representatives of the several Underwriters named in Schedule A
hereto
Ladies and Gentlemen:
Huntsman International LLC,
a Delaware limited liability company (the “Company”), proposes to issue and sell to the several underwriters named
in Schedule A (the “Underwriters”), acting severally and not jointly, the respective principal amounts set forth in
such Schedule A of the Company’s 5.700% Senior Notes due 2034 (the “Notes”). BofA Securities, Inc. (“BofA
Securities”), Citigroup Global Markets Inc. (“Citigroup”) and X.X. Xxxxxx Securities LLC (X.X. Xxxxxx)
have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection
with the offering and sale of the Notes. To the extent there are no additional Underwriters named in Schedule 1 hereto other than you,
the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either
the singular or plural as the context requires.
The Notes will be issued pursuant
to an indenture, to be dated as of September 26, 2024 (the “Base Indenture”), between the Company and U.S. Bank
Trust Company, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant
to a first supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture,
the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The
Depository Trust Company (“DTC”), pursuant to a Blanket Issuer Letter of Representations, dated as of March 6,
2019, among the Company, the Trustee and DTC.
The Company has prepared and
filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement”,
as defined under Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “Securities
Act”), on Form S-3 (File No. 333-281445-01) covering the public offering and sale of debt securities of the Company,
including the Notes, under the Securities Act and the rules and regulations promulgated thereunder (the “Securities Act
Regulations”), which automatic shelf registration statement became effective under Rule 462(e) of the Securities Act
Regulations (“Rule 462(e)”). Such registration statement, as of any time, means such registration statement as
amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents
incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities
Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Regulations
(“Rule 430B”), and is referred to herein as the “Registration Statement.” Each preliminary
prospectus supplement and the base prospectus used in connection with the offering of the Notes, including the documents incorporated
or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act immediately prior to the
Applicable Time (as defined below), are collectively referred to herein as a “preliminary prospectus.” Promptly after
execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Notes in accordance
with the provisions of Rule 424(b) of the Securities Act Regulations (“Rule 424(b)”). The final prospectus
supplement and the base prospectus, in the form first furnished to the Underwriters for use in connection with the offering and sale of
the Notes, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act immediately prior to the Applicable Time, are collectively referred to herein as the “Prospectus.”
For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or any amendment
or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval system (or any successor system) (“XXXXX”).
As used in this Agreement:
“Applicable
Time” means 2:30 P.M., New York City time, on September 24, 2024 or such other time as agreed by the Company and the Representatives.
“General
Disclosure Package” means each Issuer General Use Free Writing Prospectus and the most recent preliminary prospectus furnished
to the Underwriters for general distribution to investors prior to the Applicable Time, all considered together.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including, without limitation, any “free writing prospectus” (as defined
in Rule 405) relating to the Notes that is (i) required to be filed with the Commission by the Company, (ii) a “road
show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the
Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description
of the Notes or of the offering thereof that does not reflect the final terms, in each case in the form filed or required to be filed
with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to investors,
as evidenced by its being specified in Schedule B hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.
All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included” or “stated”
(or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include
all such financial statements and schedules and other information incorporated or deemed to be incorporated by reference in the Registration
Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the Applicable Time; and all references in this
Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to
include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the rules and regulations promulgated thereunder (the “Exchange Act Regulations”) incorporated or deemed to be
incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after
the Applicable Time.
The Company hereby confirms
its agreements with the Underwriters as follows:
SECTION 1. Representations
and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter at the date hereof, the Applicable Time and
the Closing Time (as defined below), and agrees with each Underwriter, as follows:
(i) Compliance
of the Registration Statement, the Prospectus and Incorporated Documents. The Company meets the requirements for use of Form S-3
under the Securities Act. The Registration Statement is an automatic shelf registration statement under Rule 405 and the Notes have
been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement
and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness of
the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of
the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of
the Securities Act Regulations (“Rule 401(g)(2)”) has been received by the Company, no order preventing or suspending
the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for
any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied
in all material respects with each request (if any) from the Commission for additional information. In addition, the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust
Indenture Act”).
Each of the Registration
Statement and any post-effective amendment thereto, at the time of its effectiveness and as of each deemed effective date with respect
to the Underwriters pursuant to Rule 430B(f)(2), complied in all material respects with the requirements of the Securities Act, the
Securities Act Regulations and the Trust Indenture Act. Each preliminary prospectus and the Prospectus and any amendment or supplement
thereto, at the time each was filed with the Commission, complied and will comply in all material respects with the requirements of the
Securities Act, the Securities Act Regulations and the Trust Indenture Act, and are identical to the electronically transmitted copies
thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
The documents incorporated
or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time
they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange
Act and the Exchange Act Regulations.
The representations
and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement
of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act and (ii) statements in or omissions from the Registration
Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity
with information furnished to the Company in writing by any of the Underwriters through the Representatives expressly for use therein,
it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the
information described as such in Section 6(b) hereof (the “Underwriter Information”).
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time, contained,
contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure
Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package,
included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus
nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or
at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and
the Prospectus, at the time the Registration Statement became effective or when such incorporated documents were filed with the Commission,
as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the
Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading.
The representations
and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement
of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act and (ii) statements in or omissions from the Registration
Statement or any amendment thereto or the General Disclosure Package or the Prospectus or any amendment or supplement thereto made in
reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly
for use therein. For purposes of this Agreement, the only information so furnished shall be the Underwriter Information.
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus as of its issue date and at all subsequent times through the Closing
Time or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence conflicts or
will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus, including any
document incorporated by reference therein, that has not been superseded or modified. If at any time following issuance of an Issuer Free
Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted
or would conflict with the information contained in the Registration Statement, the General Disclosure Package or the Prospectus, the
Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend
or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences
do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that
the only such information furnished by any Underwriter through the Representatives consists of the Underwriter Information.
(iv) Distribution
of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time
and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale
of the Notes other than the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus
reviewed and consented to by the Representatives and listed on Schedule B hereto or any electronic road show or other written communications
reviewed and consented to by the Representatives and listed on Schedule C hereto (each a, “Company Additional Written Communication”).
Each such Company Additional Written Communication, when taken together with the General Disclosure Package, did not, and at the Closing
Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements
in or omissions from the Company Additional Written Communication based upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such
information furnished by any Underwriter through the Representatives consists of the Underwriter Information.
(v) No
Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity
or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except
for such rights as have been duly waived.
(vi) Well-Known
Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at
the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer
relating to the Notes in reliance on the exemption of Rule 163, (D) at the date of this Agreement and (E) at the Applicable
Time, the Company was and is a “well-known seasoned issuer”, as defined in Rule 405.
(vii) Company
Not Ineligible Issuer. (A) At the time of filing the Registration Statement and any post-effective amendment thereto, (B) at
the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of
the Securities Act Regulations) of the Notes, (C) at the date of this Agreement and (D) at the Applicable Time, the Company
was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the
Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
(viii) Capitalization.
The Company’s authorized, issued and outstanding equity interests consist of 2,728 units; all of the outstanding membership interests,
shares of capital stock or other ownership interests, as the case may be, of the Company and each of its subsidiaries that are more than
50% owned by the Company (each a “Subsidiary” and collectively, the “Subsidiaries”) have been duly authorized
and validly issued, are fully paid and nonassessable (except, with respect to the Company and any Subsidiary that is a limited liability
company, (i) that a member may be obligated to make contributions to the Company or such Subsidiary that such member has agreed to
make, (ii) that a member may be obligated to repay funds wrongfully distributed to it or (iii) as otherwise provided by the
limited liability company agreement for such limited liability company) and were not issued in violation of any preemptive or similar
rights; except as set forth in the General Disclosure Package, all the outstanding membership interests, shares of capital stock or other
ownership interests, as the case may be, of the Subsidiaries which are owned by the Company are owned by the Company free and clear of
all liens, encumbrances, equities and claims other than (w) those imposed by the laws of non-U.S. jurisdictions, the Securities Act,
and the securities or “Blue Sky” laws of certain jurisdictions, (x) intercompany pledges and (y) in connection with
the Company’s accounts receivable securitization program.
(ix) Good
Standing. The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws
of the State of Delaware, and each of the Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept
exists) under the laws of its jurisdiction of organization, and each of the Company and the Subsidiaries has all requisite corporate or
other power and authority to own its properties and conduct its business as now conducted and as described in the General Disclosure Package
and has been duly qualified as a foreign corporation or limited liability company, or other business entity, as the case may be, for the
transaction of business and is in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct
of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or
in the aggregate, have a material adverse effect on the general affairs, management, business, condition (financial or otherwise), prospects
or results of operations of the Company and the Subsidiaries, taken as a whole ( a “Material Adverse Effect”).
(x) Due
Authorization. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Securities,
the Indenture and this Agreement and to consummate the transactions contemplated hereby and thereby, including, without limitation, the
power and authority to issue, sell and deliver the Securities as contemplated by this Agreement.
(xi) Authorization
of Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company.
(xii) Authorization
of Indenture. The Indenture has been duly and validly authorized by the Company and duly qualified under the Trust Indenture Act,
and, when duly executed and delivered by all parties in accordance with its terms, will constitute the valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws now or hereafter in effect relating to or affecting
creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law) (the “Enforceability Exceptions”).
(xiii) Authorization
of Securities. The Securities have been duly and validly authorized for issuance and sale to the Underwriters by the Company pursuant
to this Agreement and, when issued and authenticated in accordance with the terms of the Indenture and delivered against payment therefor
in accordance with the terms hereof, will be the valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms and entitled to the benefits of the Indenture, except that the enforcement thereof may be subject to the Enforceability
Exceptions.
(xiv) Absence
of Further Requirements. No consent, approval, authorization or order of any court or governmental agency or body, or third party
is required for the performance of this Agreement by the Company or the consummation by the Company of the sale of the Securities to the
Underwriters, except (i) such as have been obtained, (ii) such as may be required under state securities or “Blue Sky”
laws in connection with the purchase and resale of the Securities by the Underwriters or (iii) such consents, which if not obtained
would not, individually or in the aggregate, have a Material Adverse Effect.
(xv) Absence
of Defaults. The Company is not (i) in violation of its certificate of incorporation or bylaws (or similar organizational document),
(ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to it or any of its properties
or assets or (iii) in breach of or default under (nor has any event occurred which, with notice or passage of time or both, would
constitute a default under) or in violation of any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement,
note, lease, license, franchise agreement, permit, certificate, contract or other agreement or instrument to which it is a party or to
which any of its properties or assets are subject (collectively, “Contracts”), except, in the case of clause (ii) or
(iii), for any such breach, default, violation or event (x) which would not, individually or in the aggregate, have a Material Adverse
Effect or (y) which has been waived by the other party.
(xvi) Absence
of Conflicts. The execution, delivery and performance by the Company of each of the Securities, the Indenture and this Agreement and
the consummation by the Company of the transactions contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof,
will not conflict with or constitute or result in a breach of or a default under (or an event which with notice or passage of time or
both would constitute a default under) or violation of any of (i) the terms or provisions of any Contract, except for any such conflict,
breach, violation, default or event which has been waived by the other party, (ii) the certificate of formation or limited liability
company agreement (or similar organizational document) of the Company, or (iii) (assuming compliance with all applicable federal
and state securities or “Blue Sky” laws) any statute, judgment, decree, order, rule or regulation of any court or governmental
agency or body applicable to the Company or any of its properties or assets, except, in the case of clause (i) or (iii), for any
such conflict, breach or violation which would not, individually or in the aggregate, have a Material Adverse Effect.
(xvii) Description
of the Securities and the Indenture. Each of the Securities, the Indenture and this Agreement, to the extent described therein, is
consistent with the description thereof in the General Disclosure Package and conforms or will at the Applicable Time conform in all material
respects to the description thereof in the Prospectus and will be in substantially the respective forms filed or incorporated by reference,
as the case may be, as exhibits to the Registration Statement.
(xviii) Financial
Statements. The historical consolidated financial statements of the Company included or incorporated by reference in the General Disclosure
Package present fairly, in all material respects, the financial position, results of operations and cash flows of the Company, at the
dates and for the periods to which they relate and have been prepared in accordance with generally accepted accounting principles in the
United States (“GAAP”), applied on a consistent basis, except as otherwise stated therein. The supporting schedules,
if any, present fairly in accordance with GAAP the information required to be stated therein. The summary financial information included
in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information
shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The interactive
data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package
and the Prospectus fairly present in all material respects the required information and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
(xix) Absence
of Proceedings. Except as described in the General Disclosure Package, there is not pending or, to the best of the Company’s
knowledge, threatened any action, suit, proceeding, inquiry or investigation to which the Company or any of the Subsidiaries is a party,
or to which any of their respective properties or assets are subject before or brought by any court, arbitrator or governmental agency
or body, which would be reasonably likely to have a Material Adverse Effect, or which seeks to restrain, enjoin, prevent the consummation
of or otherwise challenge the (i) issuance or sale of the Securities to be sold hereunder, (ii) use of the proceeds of such
sale by the Company as described in the General Disclosure Package under the caption “Use of Proceeds” or (iii) consummation
of the transactions contemplated by the Indenture.
(xx) Possession
of Intellectual Property. (i) Each of the Company and the Subsidiaries owns or possesses adequate licenses or other rights to
use all intellectual property, including patents, trademarks, service marks, trade names, copyrights, trade secrets, methods, processes
and know-how (“IP”) necessary to conduct their businesses as now operated or proposed to be operated by them as described
in the General Disclosure Package, except where the failure to own or possess such licenses or other rights would not, individually or
in the aggregate, have a Material Adverse Effect, and (ii) neither the Company nor any of the Subsidiaries has received any notice
of (and knows of no such infringement, misappropriation, violation of or conflict with) same, in each case, except as would not, individually
or in the aggregate, have a Material Adverse Effect.
(xxi) Possession
of Licenses and Permits. Except with respect to Environmental Laws (which are dealt with exclusively in clause (xxvii) below),
each of the Company and the Subsidiaries possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations
from, and has made or will have made all declarations and filings with, all federal, state, local and other governmental authorities,
all self-regulatory organizations and all courts and other tribunals, presently required or necessary to own or lease, as the case may
be, and to operate its properties and to carry on its business as now or proposed to be conducted as set forth in the General Disclosure
Package (“Permits”), except where the lack thereof would not, individually or in the aggregate, have a Material Adverse
Effect; each of the Company and the Subsidiaries has fulfilled and performed all its obligations with respect to such Permits and no event
has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment
of the rights of the holder of any such Permit except as would not, individually or in the aggregate, have a Material Adverse Effect;
and neither the Company nor any of the Subsidiaries has received any notice of any proceeding relating to revocation or modification of
any such Permit, except as described in the General Disclosure Package or except where such revocation or modification would not, individually
or in the aggregate, have a Material Adverse Effect.
(xxii) Absence
of Changes. Except as described or contemplated in the General Disclosure Package, since the date of the most recent financial statements
appearing in the General Disclosure Package (exclusive of any amendments or supplements thereto), (i) neither the Company nor any
of the Subsidiaries has incurred any liabilities or obligations, direct or contingent, or entered into or agreed to enter into any transactions
or contracts (written or oral) not in the ordinary course of business which liabilities, obligations, transactions or contracts would,
individually or in the aggregate have a Material Adverse Effect, (ii) neither the Company nor any of the Subsidiaries has purchased
any of its outstanding capital stock or other ownership interests, nor declared, paid or otherwise made any dividend or distribution of
any kind on its capital stock or other ownership interests other than in the ordinary course of business, and (iii) there has not
been any change in the membership interests, capital stock or other ownership interests or long-term indebtedness of the Company or any
of the Subsidiaries which would, in each case, individually or in the aggregate, have a Material Adverse Effect.
(xxiii) Taxes.
Each of the Company and the Subsidiaries has filed all necessary federal, state, local and foreign tax returns, except where the failure
to so file such returns would not, individually or in the aggregate, have a Material Adverse Effect, and has paid all taxes shown as due
thereon or otherwise assessed other than taxes which the Company or a Subsidiary is contesting in good faith and for which the Company
or such Subsidiary has provided adequate reserves, except where the failure to pay such taxes would not, individually or in the aggregate,
have a Material Adverse Effect; and other than tax deficiencies which the Company or a Subsidiary is contesting in good faith and for
which the Company or such Subsidiary has provided adequate reserves, there is no tax deficiency that has been asserted against the Company
or any Subsidiary that would have, individually or in the aggregate, a Material Adverse Effect.
(xxiv) Statistical
and Market-Related Data. The statistical and market-related data included in the General Disclosure Package are based on or derived
from sources which the Company believes to be reliable.
(xxv) Absence
of Manipulation. Prior to the date hereof, neither the Company nor, to the knowledge of the Company, any of its Affiliates (as defined
in Rule 501(b) of Regulation D under the Securities Act) has taken any action which is designed to or which has constituted
or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection
with the offering of the Securities.
(xxvi) Title
to Property. Each of the Company and the Subsidiaries has good title to all personal property described in the General Disclosure
Package as being owned by it and good and marketable title to a leasehold estate in the real and personal property described in the General
Disclosure Package as being leased by it free and clear of all liens, charges, encumbrances or restrictions, except as described in the
General Disclosure Package and other than in connection with the Company’s accounts receivable securitization programs, or to the
extent the failure to have such title or the existence of such liens, charges, encumbrances or restrictions would not, individually or
in the aggregate, have a Material Adverse Effect. Except as described in the General Disclosure Package, all leases, contracts and agreements
to which the Company or a Subsidiary is a party or by which it is bound are valid and enforceable against the Company or such Subsidiary,
and to the knowledge of the Company are valid and enforceable against the other party or parties thereto (except that the enforcement
thereof may be subject to the Enforceability Exceptions) and are in full force and effect with only such exceptions as would not, individually
or in the aggregate, have a Material Adverse Effect.
(xxvii) Environmental
Laws. Except as described in the General Disclosure Package or as would not, individually or in the aggregate, have a Material Adverse
Effect, (A) each of the Company and the Subsidiaries is in compliance with and not subject to liability under applicable Environmental
Laws, (B) each of the Company and the Subsidiaries has made all filings and provided all notices required under any applicable Environmental
Law, and is in compliance with all Permits required under any applicable Environmental Laws, (C) there is no civil, criminal or administrative
action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information
pending or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries under any Environmental Law, (D) no
lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property
owned, operated, leased or controlled by the Company or any of the Subsidiaries, (E) neither the Company nor any of the Subsidiaries
has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law and (F) no property or facility
of the Company or any of the Subsidiaries is listed or proposed for listing on the National Priorities List under CERCLA or on any comparable
list maintained by any state or local governmental authority. For purposes of this Agreement, “Environmental Laws” means all
applicable federal, state and local laws or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved
or entered thereunder, relating to pollution or protection of public health and safety or the environment (including natural resources),
including, without limitation, laws relating to (i) emissions, discharges, releases or threatened releases of hazardous materials,
into the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), (ii) the
manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of hazardous materials, and
(iii) underground and aboveground storage tanks, and related piping, and emissions, discharges, releases or threatened releases therefrom.
(xxviii) Absence
of Labor Dispute. To the knowledge of the Company or any of the Subsidiaries, except as described in the General Disclosure Package,
there is no strike, labor dispute, slowdown or work stoppage with the employees of the Company or any of the Subsidiaries which is
pending or threatened, except any such strike, labor dispute, slowdown or work stoppage that would not, individually or in the aggregate,
have a Material Adverse Effect.
(xxix) Insurance.
Each of the Company and the Subsidiaries carries insurance in such amounts and covering such risks as is reasonable in the judgment of
the Company for the conduct of its business and the value of its properties.
(xxx) ERISA. To
the knowledge of the Company, neither the Company nor any member of its “Controlled Group” (defined as any entity, whether
or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity
that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue
Code of 1986, as amended (the “Code”)) (each, an “ERISA Affiliate”) has incurred any liability for
any prohibited transaction (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
or any complete or partial withdrawal liability under Title IV of ERISA with respect to any pension, profit sharing or other plan which
is subject to ERISA, to which the Company or any ERISA Affiliate makes or within the preceding six years from the date hereof has made
a contribution and in which any employee of the Company or any ERISA Affiliate is or has been a participant which liability would have,
individually or in the aggregate, a Material Adverse Effect. With respect to such plans, the Company and the ERISA Affiliates are in compliance
in all material respects with all applicable provisions of ERISA, except such noncompliance which would not, individually or in the aggregate,
have a Material Adverse Effect.
(xxxi) Accounting
Controls. Each of the Company and the Subsidiaries (i) makes
and keeps accurate books and records and (ii) maintains internal accounting controls which provide reasonable assurance that (A) transactions
are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance
with management’s authorization, (D) the reported accountability for its assets is compared with existing assets at reasonable
intervals and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement,
the General Disclosure Package and the Prospectus fairly present the required information and is prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
(xxxii) Compliance
with Xxxxxxxx-Xxxxx Act. There is and has been no failure on
the part of the Company and, to the Company’s knowledge after due investigation, any of the Company’s directors or officers,
in their capacities as such, to comply in all material respects with any provision of the Sarbanes Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx
Act”) and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and
Sections 302 and 906 related to certifications; the chief executive officer and the chief financial officer of the Company have made all
certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the Commission, and the statements
contained in any such certification are complete and correct.
(xxxiii) Investment
Company Act. Neither the Company nor any of the Subsidiaries is, or upon consummation of the transactions contemplated hereby will
be, an “investment company” as defined in the Investment Company Act of 1940, as amended.
(xxxiv) Independent
Accountants. Deloitte & Touche LLP, which has audited certain financial statements of the Company and its subsidiaries is
an independent registered public accounting firm as required by the Securities Act and the rules and regulations of the Commission
thereunder.
(xxxv) FCPA.
For the past five years, none of the Company, the Subsidiaries or, to the knowledge of the Company, any director, officer, agent or employee
of the Company or any of the Subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”)
any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions or the U.K. Bribery Act of 2010 (the “Bribery Act”), and the Company, the Subsidiaries and, to the knowledge
of the Company, its affiliates have conducted their businesses in compliance with the FCPA, the Bribery Act and the other material applicable
anti-bribery or anti-corruption laws, and have instituted and maintain, and enforce policies and procedures designed to ensure, and which
are reasonably expected to continue to ensure, continued compliance therewith. Neither the Company nor its Subsidiaries will use, directly
or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.
(xxxvi) AML. The
operations of the Company and the Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and, to
the knowledge of the Company, the applicable money laundering statutes of jurisdictions other than the United States where the Company
and the Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of
the Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(xxxvii) OFAC.
None of the Company, the Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate or representative
of the Company or any of the Subsidiaries is an individual or entity (“Person”) that is currently the target or subject of
any applicable sanctions administered or enforced by the U.S. government, including without limitation, the Office of Foreign Assets Control
of the U.S. Treasury Department, the U.S. Department of State, the United Nations Security Council, the European Union, or member state
of the European Union or His Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), nor is the Company
or any of the Subsidiaries located, organized or ordinarily resident in a country or territory that is the subject of Sanctions (currently
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, the non-government controlled
areas of the Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, North Korea and Syria)(each a “Sanctioned Country”).
The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other Person, (i) to fund or facilitate any activities of or business with any
Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, or is in a country or territory, that,
at the time of such funding or facilitation, is the subject or target of Sanctions, or (ii) in any other manner that will result
in a violation by any Person (including any Person participating in the offering, whether as underwriter, initial purchaser, advisor,
investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its Subsidiaries have not engaged in, and are not now
engaged in, and will not engage in any dealings or transactions with any Person that, at the time of such dealing or transaction, is or
was the subject or target of Sanctions or with or in any country or territory that, at the time of such dealing or transaction, is or
was the target or subject of Sanctions, in each case except to the extent permissible for a Person required to comply with Sanctions,
unless specifically authorized by competent Sanctions authorities in relation to the divestiture of entities in Russia and Belarus.
(xxxviii) Cybersecurity;
Data Protection. (i) The Company and its Subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications and databases (collectively, “IT Systems”) operate and perform
in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently
conducted, and, except as would not, individually or in the aggregate, have a Material Adverse Effect, are free and clear of all bugs,
errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) the Company and its Subsidiaries, taken as a whole,
have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material
confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal,
personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their
businesses; (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those
that have been remedied without material cost or liability or those that would not otherwise, individually or in the aggregate, have a
Material Adverse Effect, nor any incidents under internal review or investigations relating to the same; and (iv) except for such
non-compliance which would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are
presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator
or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems
and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company delivered to the Representatives
or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters
covered thereby.
SECTION 2. Sale
and Delivery to Underwriters; Closing.
(a) The
Notes. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth,
the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to
purchase from the Company, at a purchase price of 98.990% of the principal amount thereof, plus accrued interest, if any, from September 26,
2024 to the Closing Time (as defined below) hereunder, the principal amount of Notes set forth opposite the name of such Underwriter in
Schedule A.
(b) The
Closing Time. Delivery of certificates for the Notes in global form to be purchased by the Underwriters and payment therefor shall
be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place
as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on September 26, 2024,
or such other time not later than ten business days after such date as the Representatives and the Company shall mutually agree (such
time and date of payment and delivery being herein called “Closing Time”).
(c) Public
Offering of the Notes. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public,
as described in the General Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Applicable
Time as the Representatives, in their sole judgment, have determined is advisable and practicable.
(d) Payment
for the Notes. Payment for the Notes shall be made to the Company at the Closing Time by wire transfer of immediately available funds
to a bank account designated by the Company.
It is understood that each
Underwriter has authorized the Representatives, for their respective accounts, to accept delivery of, receipt for, and make payment of
the purchase price for, the Notes which it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment
of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such
payment shall not relieve such Underwriter from its obligations hereunder.
(e) Delivery
of the Notes. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters
certificates for the Notes at the Closing Time, against the irrevocable release of a wire transfer of immediately available funds for
the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in such names
and denominations as the Representatives shall have requested at least two full business days prior to the Closing Time and shall be made
available for inspection on the business day preceding the Closing Time at a location in New York City, as the Representatives may designate.
Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations
of the Underwriters.
SECTION 3. Covenants
of the Company. The Company covenants and agrees with each Underwriter as follows:
(a) Compliance
with Commission Requests. The Company, subject to Section 3(b) hereof, will comply with the requirements of Rule 430B,
and will, during the Prospectus Delivery Period (as defined below), notify the Representatives immediately, and confirm the notice in
writing, (i) when any post-effective amendment to the Registration Statement or any new registration statement relating to the Notes
shall become effective or any amendment or supplement to the General Disclosure Package or the Prospectus shall have been used or filed,
as the case may be, including any document incorporated by reference therein, (ii) of the receipt of any comments from the Commission,
(iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General
Disclosure Package or the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or
of the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement
thereto, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act
concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities
Act in connection with the offering of the Notes. The Company will effect all filings required under Rule 424(b), in the manner and
within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and prior to the Closing Time, and
will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make
every reasonable effort to prevent the issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain
the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Notes within
the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise
in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the
“Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment
to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).
(b) Continued
Compliance with Securities Laws. The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange Act
and the Exchange Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and
in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Notes
is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would
be) required by the Securities Act to be delivered in connection with sales of the Notes (the “Prospectus Delivery Period”)
any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or
for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus,
as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend
the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, including, without
limitation, any document incorporated therein by reference, in order to comply with the requirements of the Securities Act, the Securities
Act Regulations, the Exchange Act or the Exchange Act Regulations, the Company will promptly (A) give the Representatives written
notice of such event or condition, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission
or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable
amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file
with the Commission any such amendment or supplement and use its best efforts to have any amendment to the Registration Statement declared
effective by the Commission as soon as possible if the Company is no longer eligible to file an automatic shelf registration statement,
provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters
shall reasonably object; provided, however, following the Prospectus Delivery Period, the foregoing requirements shall not apply to any
of the Company’s reports filed with the Commission required to be filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
(c) Filing
or Use of Amendments or Supplements. The Company has given the Representatives written notice of any filings made pursuant to the
Exchange Act or Exchange Act Regulations within a reasonable amount of time prior to the Applicable Time and will give the Representatives
written notice of its intention to file or use any amendment to the Registration Statement or any amendment or supplement to the General
Disclosure Package or the Prospectus, whether pursuant to the Securities Act, the Securities Act Regulations, the Exchange Act or the
Exchange Act Regulations or otherwise, from the Applicable Time to the later of (i) the time when a prospectus relating to the Notes
is no longer required by the Securities Act (without giving effect to Rule 172) to be delivered in connection with sales of the Notes
and (ii) the Closing Time, and will furnish the Representatives with copies of any such amendment or supplement a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will not file or use any such amendment or supplement to which the
Representatives or counsel for the Underwriters shall reasonably object.
(d) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith
or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of
all consents and certificates of experts. The signed copies of the Registration Statement and each amendment thereto furnished to the
Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to
the extent permitted by Regulation S-T.
(e) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such
Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act.
The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Notes is (or, but for
the exception afforded by Rule 172, would be) required by the Securities Act to be delivered in connection with sales of the Notes,
such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any
amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(f) Blue
Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify or register
the Notes for offering and sale under (or obtain exemptions from the application of) the applicable securities laws of such states and
non-U.S. jurisdictions as the Representatives may designate and to maintain such qualifications in effect so long as required to complete
the distribution of the Notes; provided, however, that the Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will advise the
Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Notes for offering,
sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance
of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal
thereof at the earliest possible moment.
(g) Earnings
Statements. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits
contemplated by, the last paragraph of Section 11(a) of the Securities Act.
(h) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Notes in the manner specified in the Registration
Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus under “Use of Proceeds.”
(i) Restriction
on Sale of Notes. During the period commencing on the date hereof and ending on and including the Closing Time, the Company will not,
without the prior written consent of the Representatives (which consent may be withheld at the Representatives’ discretion), (i) directly
or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant for the sale of, or lend or otherwise transfer or dispose of, the Notes or any securities that are
substantially similar to the Notes, whether owned as of the date hereof or hereafter acquired or with respect to which such person has
or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act with
respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or
in part, directly or indirectly, the economic consequence of ownership of the Notes or such other securities, whether any such transaction,
swap or other agreement described in clause (i) or (ii) above is to be settled by delivery of any Notes or such other securities,
in cash or otherwise. The foregoing sentence shall not apply to the Notes to be sold hereunder.
(j) Reporting
Requirements. The Company, during the period when a prospectus relating to the Notes is (or, but for the exception afforded by Rule 172,
would be) required by the Securities Act to be delivered in connection with sales of the Notes, will file all documents required to be
filed with the Commission pursuant to the Exchange Act within the time periods required by, and each such document will meet the requirements
of, the Exchange Act and Exchange Act Regulations in all material respects.
(k) Final
Term Sheet. The Company will prepare a final term sheet (the “Final Term Sheet”) containing only a description
of the final terms of the Notes and their offering, in form approved by the Underwriters and attached as Schedule D hereto, and acknowledges
that the Final Term Sheet is an Issuer Free Writing Prospectus and will comply with its related obligations set forth in Section 3(m) hereof.
The Company will furnish to each Underwriter, without charge, copies of the Final Term Sheet promptly upon their completion.
(l) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not
make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free
writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under
Rule 433; provided that the Representatives will be deemed to have consented to the Issuer General Use Free Writing Prospectuses
listed on Schedule B hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that
has been reviewed by the Representatives. The Company represents that it has treated or agrees that it will treat each such free writing
prospectus consented to, or deemed consented to, by the Representatives as an Issuer Free Writing Prospectus and that it has complied
and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where
required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs
an event or condition as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained
in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Representatives in writing and will promptly amend
or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(m) Renewal
Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal
Deadline”), any Notes remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, (i) promptly
notify the Representatives in writing and (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement
relating to the Notes, in a form and substance satisfactory to the Underwriters. If, at the Renewal Deadline, the Company is not eligible
to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, (i) promptly notify the Representatives
in writing, (ii) promptly file a new shelf registration statement or post-effective amendment on the proper form relating to such
Notes, in a form and substance satisfactory to the Underwriters, (iii) use its best efforts to cause such registration statement
or post-effective amendment to be declared effective within 60 days after the Renewal Deadline and (iv) promptly notify the Representatives
in writing of such effectiveness. The Company will take all other action necessary or appropriate to permit the offering and sale of the
Notes to continue as contemplated in the expired Registration Statement. References herein to the “Registration Statement”
shall include such new automatic shelf registration statement or such new shelf registration statement or post-effective amendment, as
the case may be.
(n) Eligibility
of Automatic Shelf Registration Statement Form. If at any time when Notes remain unsold by the Underwriters the Company receives a
notice from the Commission pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration
statement form, the Company will (i) promptly notify the Representatives in writing, (ii) promptly file a new registration statement
or post-effective amendment on the proper form relating to such Notes, in a form and substance satisfactory to the Underwriters, (iii) use
its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable and
(iv) promptly notify the Representatives in writing of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Notes to continue as contemplated in the Registration Statement that was the subject of
the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the “Registration
Statement” shall include such new registration statement or post-effective amendment, as the case may be.
(o) No
Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of
any securities of the Company to facilitate the sale or resale of the Notes.
(p) DTC.
The Company will cooperate with the Underwriters and use its best efforts to permit the Notes to be eligible for clearance, settlement
and trading through the facilities of DTC.
SECTION 4. Payment
of Expenses.
The Company will pay or cause
to be paid all expenses incident to the performance of its obligations under this Agreement, including without limitation (i) the
preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each
amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each
Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery
of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the Notes to the Underwriters,
including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Notes to the Underwriters,
(iv) all costs and expenses incurred in connection with the preparation and execution of this Agreement and the Indenture, (v) the
fees and disbursements of the Company’s counsel, accountants and other advisors, (vi) the qualification of the Notes under
securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and
any supplement thereto (in an amount, together with the fees payable under clause (viii) not to exceed $15,000), (vii) the costs
and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing
of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses
of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers
of the Company and any such consultants, and, subject to the Company’s prior approval, the cost of commercial aircraft flights and
other transportation chartered in connection with the road show, (viii) the filing fees incident to the review by the Financial Industry
Regulatory Authority, Inc. (“FINRA”), if required, of the terms of the sale of the Notes (in an amount, together
with the fees payable under clause (vi) not to exceed $15,000), (ix) any fees payable in connection with the rating of the Notes
by the rating agencies, (x) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for
the Trustee in connection with the Indenture and the Notes, (xi) the fees and expenses of making the Notes eligible for clearance,
settlement and trading through the facilities of DTC, (xii) all other fees, costs and expenses referred to in Item 14 of Part II
of the Registration Statement and (xiii) all other fees, costs and expenses incurred in connection with the performance of its obligations
hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and Sections 6, 7 and 9(c) hereof,
the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.
SECTION 5. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further
conditions:
(a) Effectiveness
of Registration Statement, etc. The Registration Statement was filed by the Company with the Commission not earlier than three
years prior to the date hereof and became effective upon filing in accordance with Rule 462(e). Each preliminary prospectus, each
Issuer Free Writing Prospectus and the Prospectus have been filed as required by Rule 424(b) (without reliance on Rule 424(b)(8))
and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the Securities Act Regulations. No stop
order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities
Act, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has
been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment
or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s
knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Company
shall have paid the required Commission filing fees relating to the Notes within the time period required by Rule 456(b)(1)(i) of
the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of
the Securities Act Regulations and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance
with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus
filed pursuant to Rule 424(b).
(b) Opinion
of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time,
of Xxxxxxxx & Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representatives, together
with signed or reproduced copies of such letter for each of the other Underwriters.
(c) Opinion
of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing
Time, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter
for each of the other Underwriters with respect to the matters reasonably requested by the Representatives. In giving such opinion, such
counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal
securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and
other representatives of the Company and its subsidiaries and certificates of public officials.
(d) Officers’
Certificate. At the Closing Time, the Representatives shall have received a certificate of an officer of the Company, dated the Closing
Time, to the effect that (i) there has been no Material Adverse Effect, (ii) the representations and warranties of the Company
in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the
Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing
Time, and (iv) the conditions specified in Section 5(a) hereof have been satisfied.
(e) Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from Deloitte & Touche
LLP a letter, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of
such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and financial information contained in the Registration
Statement, the General Disclosure Package and the Prospectus.
(f) Bring-down
Comfort Letter. At the Closing Time, the Representatives shall have received from Deloitte & Touche LLP a letter, dated as
of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(e) hereof,
except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.
(g) No
Objection. If a filing with FINRA is required, FINRA has confirmed that it has not raised any objection with respect to the fairness
and reasonableness of the underwriting terms and arrangements relating to the offering of the Notes.
(h) No
Important Changes. Since the execution of this Agreement, (i) in the judgment of the Representatives, since the date hereof or
the respective dates of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, there
shall not have occurred any Material Adverse Effect, (ii) there shall not have been any change or decrease specified in the letter
or letters referred to in Section 5(f) hereof which is, in the sole judgment of the Representatives, so material and adverse
as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes and (iii) there shall not have been
any decrease in or withdrawal of the rating of any securities of the Company or any of its subsidiaries by any “nationally recognized
statistical rating organization” (as defined for purposes of Section 3(a)(62) of the Exchange Act) or any notice given of any
intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating that does not indicate the
direction of the possible change.
(i) Ratings
Letters. At the time of execution of this Agreement, the Company shall have delivered to the Representatives letters from Xxxxx’x
Investor’s Service Inc., S&P Global Ratings, a business unit of S&P Global, Inc., and Fitch, Inc., assigning a
rating to the Notes of Baa3, BBB- and BBB, respectively.
(j) Clearance,
Settlement and Trading. Prior to the Closing Time, the Notes shall be eligible for clearance, settlement and trading through the facilities
of DTC.
(k) Additional
Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated, or in order
to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of the Notes as herein contemplated shall be reasonably
satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(l) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time, and such
termination shall be without liability of any party to any other party except as provided in Section 9 and except that Sections 1,
6, 7, 8, 14, 15 and 16 shall survive any such termination and remain in full force and effect.
SECTION 6. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) of
the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers, directors, employees and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be
a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus
(or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of,
the Company in connection with the marketing of the offering of the Notes (“Marketing Materials”), including any roadshow
or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission
in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment
or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) hereof)
any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity,
commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part
thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with the Underwriter Information.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described
in the indemnity contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed
to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with the Underwriter Information. The Company hereby acknowledges that the only Underwriter
Information is: A) the names of such Underwriter as presented on the front and back cover of the preliminary prospectus and the Prospectus
and (B) the following statements set forth under the caption “Underwriting,” each as set forth in the preliminary prospectus
and the Prospectus: the first paragraph under the caption “Underwriting—Commissions and Discounts” concerning the terms
of offering, including the concession and reallowance to certain dealers, by the Underwriters; the third and fourth sentences of the paragraph
under the caption “Underwriting—New Issue of Notes” relating to market-making by the Underwriters; the text under the
caption “Underwriting—Short Positions” relating to over-allotment, stabilization and syndicate covering transactions
by the Underwriters; and the second paragraph under the caption “Underwriting—Other Relationships” relating to the fact
that the Underwriters may, now or in the future, on behalf of themselves or their customers, hold long or short positions of the Company’s
debt or equity securities or loans.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
In the case of parties indemnified pursuant to Section 6(a) hereof, counsel to the indemnified parties shall be selected by
the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) hereof, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the prior written consent of the indemnified party) also be counsel
to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition
to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION 7. Contribution.
If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on
the other hand, from the offering of the Notes pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with
the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable
considerations.
The relative benefits received
by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Notes pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to
this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discount received by the
Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering
price of the Notes as set forth on the cover of the Prospectus.
The relative fault of the
Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.
Notwithstanding the provisions
of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discount received by such
Underwriter in connection with the Notes underwritten by it and distributed to the public.
No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7,
each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act and each Underwriter’s Affiliates, officers, directors and selling agents shall have the same rights to contribution
as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall
have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7
are several in proportion to the aggregate principal amount of Notes set forth opposite their respective names in Schedule A hereto and
not joint.
SECTION 8. Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of any Underwriter or its Affiliates, officers, directors and or selling agents, any person controlling any Underwriter
or the Company’s officers or directors or any person controlling the Company and (ii) delivery of and payment for the Notes.
SECTION 9. Termination
of Agreement.
(a) Termination.
The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time, (i) if there
has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect, or
(ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial
markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective
change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion of the offering of the Notes or to
enforce contracts for the sale of the Notes, or (iii) if trading in any securities of the Company has been suspended or materially
limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE or in the Nasdaq Global Market has been suspended
or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any
of said exchanges or by order of the Commission, FINRA or any other Governmental Entity, or (v) if a material disruption has occurred
in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear
systems in Europe, or (vi) if a banking moratorium has been declared by either Federal, New York or Delaware authorities.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party
except as provided in Section 9 hereof, and provided further that Sections 1, 6, 7, 8, 14, 15 and 16 shall survive such termination
and remain in full force and effect.
(c) Reimbursement
of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 5 or Section 9(a)(i) or
Section 9(a)(iii), or if the sale to the Underwriters of the Notes at the Closing Time is not consummated because of any refusal,
inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees
to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves),
severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters
in connection with the proposed purchase and the offering and sale of the Notes, including but not limited to reasonable fees and disbursements
of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
SECTION 10. Default
by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Notes which
it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have
the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters,
to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(i) if
the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes to be purchased
on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof
in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or
(ii) if
the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Notes to be purchased on such
date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to
this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default
which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone Closing
Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure
Package or the Prospectus or in any other documents or arrangements.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives, care of BofA Securities, Inc.,
000 Xxxx 00xx Xxxxxx, XX0-000-07-01, New York, NY 10036-4039, Attention: High Grade Debt Capital Markets Transaction Management/Legal,
Fax: (000) 000-0000, Citigroup Global Markets Inc. at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of General Counsel, fax
(000) 000-0000 and X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Investment Grade Syndicate Desk,
Fax: (000) 000-0000; and notices to the Company shall be directed to it at 00000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000, attention
of Executive Vice President and Chief Financial Officer, with a copy to Executive Vice President and General Counsel.
SECTION 12. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Notes pursuant
to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is
an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and
the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated by this Agreement, (b) in connection with the offering of the Notes and the process leading thereto, each Underwriter
is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or its stockholders,
creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in
favor of the Company with respect to the offering of the Notes or the process leading thereto (irrespective of whether such Underwriter
has advised or is currently advising the Company or any of its subsidiaries on other matters) or any other obligation to the Company with
respect to the offering of the Notes except the obligations expressly set forth in this Agreement, (d) the Underwriters and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and
(e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of
the Notes and the Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it
deemed appropriate.
SECTION 13. Parties.
This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than
the Underwriters and the Company and their respective successors and the controlling persons, Affiliates, selling agents, officers and
directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons,
Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 14. Trial
by Jury. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)
and the Underwriters hereby 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 Agreement or the transactions contemplated hereby.
SECTION 15. GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 16. Consent
to Jurisdiction. Each of the parties hereto agrees, in regard to any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby (“Related Proceedings”), to submit to the non-exclusive jurisdiction
of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the
courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified
Courts”), and irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any such suit, action or proceeding.
Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of
process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally
waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has
been brought in an inconvenient forum.
SECTION 17. TIME.
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 18. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same Agreement. The words “execution,” “signed,” “delivery,”
and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement 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.
SECTION 19. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 20. Partial
Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect
the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement
is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
SECTION 21. Research
Analyst Independence. The Company acknowledges that the Underwriters’ research analysts and research departments are required
to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and
that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research
reports with respect to the Company, its subsidiaries and/or the offering of the Notes that differ from the views of their respective
investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company
may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their
independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to
the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of the Underwriters is a full
service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account
or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject
of the transactions contemplated by this Agreement.
SECTION 22. General
Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral
and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement shall
not become effective until the execution of this Agreement by the parties hereto. This Agreement may not be amended or modified unless
in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party
whom the condition is meant to benefit.
SECTION 23. Recognition
of the U.S. Special Resolution Regimes.
| (a) | In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement,
will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and
any such interest and obligation, were governed by the laws of the United States or a state of the United States. |
| (b) | In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against
such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. |
As used in this Section 23:
“BHC Act Affiliate” has the
meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any
of the following:
(1) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(2) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(3) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of
(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street
Reform and Consumer Protection Act and the regulations promulgated thereunder.
Each of the parties hereto
acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions
hereof, including, without limitation, the indemnification provisions of Section 6 and the contribution provisions of Section 7,
and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 6 and
7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in
order to assure that adequate disclosure has been made in the Registration Statement, the General Disclosure Package and the Prospectus
(and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms.
CONFIRMED AND ACCEPTED,
as of the date first above written:
BOFA SECURITIES, INC.
CITIGROUP GLOBAL MARKETS INC.
X.X.
Xxxxxx Securities LLC
For themselves and as Representatives of the other Underwriters named
in Schedule A hereto.
By: BOFA SECURITIES, INC.
By: |
/s/ Xxxxx Xxxxxx |
|
Authorized Signatory |
|
|
Xxxxx Xxxxxx |
|
|
Managing Director |
|
By: CITIGROUP GLOBAL MARKETS INC.
By: |
/s/ Xxxx X. Xxxxxxx |
|
Authorized Signatory |
|
By: X.X.
Xxxxxx Securities LLC
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
Authorized Signatory |
|
|
Xxxxxxx X. Xxxxxxx |
|
|
Executive Director |
|
SCHEDULE A
Underwriters | |
Aggregate
Principal Amount
of Notes to be
Purchased | |
BofA Securities, Inc. | |
$ | 52,500,000 | |
Citigroup Global Markets Inc. | |
| 52,500,000 | |
X.X. Xxxxxx Securities LLC | |
| 35,000,000 | |
BMO Capital Markets Corp. | |
| 23,450,000 | |
HSBC Securities (USA) Inc. | |
| 23,450,000 | |
ICBC Standard Bank Plc | |
| 23,450,000 | |
MUFG Securities Americas Inc. | |
| 23,450,000 | |
PNC Capital Markets LLC | |
| 23,450,000 | |
TD Securities (USA) LLC | |
| 23,450,000 | |
Truist Securities, Inc. | |
| 23,450,000 | |
Barclays Capital Inc. | |
| 14,175,000 | |
U.S. Bancorp Investments, Inc. | |
| 14,175,000 | |
Zions Direct, Inc. | |
| 14,175,000 | |
Academy Securities, Inc. | |
| 3,325,000 | |
Total | |
$ | 350,000,000 | |
SCHEDULE B
Issuer Free Writing Prospectuses
1. Final
Term Sheet for the Notes
SCHEDULE C
Electronic Road Shows and Other Written Communications
| 1. | Fixed Income Investor Presentation dated September 2024 |
SCHEDULE D
[See attached.]
Pricing Term Sheet
$350,000,000 5.700% Senior
Notes due 2034 (the “Notes”)
September 24, 2024
This pricing term sheet supplements
the preliminary prospectus supplement of Huntsman International LLC, dated September 24, 2024, relating to the prospectus dated August
9, 2024.
Issuer: |
Huntsman International LLC |
Expected Ratings*: |
Baa3 / BBB- / BBB (Xxxxx’x / S&P / Fitch) |
Offering Format: |
SEC-Registered |
Security Type: |
Senior Unsecured Notes |
Security Title: |
5.700% Senior Notes due 2034 |
Principal Amount: |
$350,000,000 |
Maturity Date: |
October 15, 2034 |
Coupon: |
5.700% |
Price to Public: |
99.640% |
Yield to Maturity: |
5.747% |
Spread to Benchmark Treasury: |
+200 bps |
Benchmark Treasury: |
UST 3.875% due August 15, 2034 |
Benchmark Treasury Price/Yield: |
101-01+/3.747% |
Pricing Date: |
September 24, 2024 |
Settlement Date**: |
September 26, 2024 (T+2) |
Interest Payment Dates: |
April 15 and October 15, commencing April 15, 2025 |
Optional Redemption: |
|
Make-whole Call: |
+30 bps |
Par Call: |
At any time on or after July 15, 2034, at par plus accrued and unpaid interest to the redemption date |
Denominations: |
Denominations of $2,000 and larger integral multiples of $1,000 in excess thereof |
CUSIP / ISIN: |
44701Q BG6 / US44701QBG64 |
Joint Book-Running Managers: |
BofA Securities, Inc.
Citigroup Global Markets Inc.
X.X. Xxxxxx Securities LLC
BMO Capital Markets Corp.
HSBC Securities (USA) Inc.
ICBC Standard Bank Plc
MUFG Securities Americas Inc.
PNC Capital Markets LLC
TD Securities (USA) LLC
Truist Securities, Inc. |
Senior Co-Managers: |
Barclays Capital Inc.
U.S. Bancorp Investments, Inc.
Zions Direct, Inc. |
Co-Manager: |
Academy Securities, Inc. |
*Note: A securities rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension or withdrawal at any time.
** It is expected that delivery of the notes will be made against payment
thereof on or about September 26, 2024, which will be the second business day following the date of the pricing of the notes (such settlement
being referred to as “T+2”). Under U.S. Securities and Exchange Commission Rule 15c6-1 under the U.S. Securities Exchange
Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Notes on any date prior to the first business day
before delivery will be required, by virtue of the fact that the Notes will initially settle in T+2, to specify an alternate settlement
cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the first
business day before delivery should consult their own advisors.
The Issuer has filed a registration statement (including a base
prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which
this communication relates. Before you invest, you should read the prospectus supplement for this offering, the Issuer’s prospectus
in that registration statement and any other documents the Issuer has filed with the SEC for more complete information about the Issuer
and this offering. You may get these documents for free by searching the SEC online database (XXXXX) on the SEC website at xxxx://xxx.xxx.xxx.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement
and prospectus if you request it by calling BofA Securities, Inc. at 0-000-000-0000, Citigroup Global Markets Inc. at 0-000-000-0000 or
X.X. Xxxxxx Securities LLC collect at 000-000-0000.
Any disclaimer or other notice that may appear below is not applicable
to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication
being sent by Bloomberg email or another communication system.