Item 8.01 Other Events.

On August 29, 2022, Tellurian Inc. ("Tellurian" or the "Company") filed with the Securities and Exchange Commission a preliminary prospectus supplement to the prospectus dated April 28, 2020 included in the Company's registration statement on Form S-3ASR (File No. 333-235793) relating to an offering (the "offering") of units, with each unit consisting of $1,000 principal amount of 11.25% Senior Secured Notes due 2027 (the "notes") and 75 warrants, each of which entitles the holder thereof to purchase one share of common stock, $0.01 par value per share, of the Company, subject to certain adjustments. Following discussions with potential investors, the Company is proposing to adjust the terms of the offering as described below. The terms of the offering are subject to further change, and there can be no assurance that the offering will be completed on the contemplated terms or at all.

· Security/Collateral: The Company's obligations under the notes will be secured

by a pledge of the equity interests in the Company's indirect wholly owned

subsidiaries Tellurian Production Holdings LLC, which owns, directly or

indirectly, all of the Company's upstream oil and gas assets ("Tellurian

Production Holdings"), and Driftwood LNG Holdings LLC, which owns, directly or

indirectly, the assets relating to the Company's Driftwood Project ("Driftwood

Holdings"). Previously, the terms of the offering had provided that the

Company's obligations under the notes would be secured by a pledge of the

equity interests in Driftwood Holdings only.

As a new term of the offering, there will be a negative pledge on the assets of Tellurian Production Holdings and its subsidiaries as well as on the capital stock of Tellurian Production Holdings' subsidiaries.

· Additional Covenant: So long as any notes are outstanding, the Company will not


   issue any common stock, or securities convertible or exchangeable into common
   stock, of the Company as part of a Qualified Driftwood Financing (as described
   below), provided that the Company may issue such securities in transactions
   separate from any Qualified Driftwood Financing.

· Interest Reserve: As a new term of the offering, the Company will establish an


   interest reserve equal to one year (12 months) of interest payments on the
   notes. This interest reserve may be used to make the first two semi-annual
   interest payments on the notes.

· Additional Change of Control Triggering Event: Separate and apart from any

change of control with respect to the Company, if there is a change of control

at the Driftwood Project level (which does not need to be accompanied by any

rating decline), each holder of the notes may require the Company to repurchase

all or a portion of its notes for cash at a price equal to 101% of the

aggregate principal amount of such notes, plus any accrued and unpaid interest,

to the date of repurchase.






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· Use of Proceeds: The Company intends to use a portion of the net proceeds from


   the offering to establish the interest reserve referenced above, with remaining
   proceeds to be contributed to the Driftwood Project entities to support the
   construction of the Driftwood Project. Previously, the proposed use of proceeds
   did not include the establishment of an interest reserve.

· Matching of Terms: As a new term of the offering, if at any time any Qualified

Driftwood Financing (to be defined as debt for borrowed money of Driftwood

Holdings or any of its subsidiaries or disqualified stock of Driftwood Holdings

or any of its subsidiaries with mandatory redemptions or similar features, in a

manner to be further agreed) is consummated with an all-in yield (or preferred

return) that exceeds an agreed-upon threshold rate, then the Company will pay

additional cash interest on the notes in an amount equal to the difference of

the all-in yield of such Qualified Driftwood Financing in excess of such


   threshold rate.

In addition, the Company is discussing with the holder of all of the Company's existing 6.00% Senior Secured Convertible Notes due 2025 (the "Convertible Notes") and expects to enter into certain changes to the terms of the indenture governing the Convertible Notes in order to facilitate the offering. Such changes would include the following:

· Release of Collateral: The Convertible Notes will no longer be secured by a


   pledge of the equity interests in Tellurian Production Holdings and will be
   senior unsecured obligations of the Company.

· Partial Redemption: Concurrent with the closing of the offering, the Company


   would redeem 50% of the outstanding principal amount of the Convertible Notes,
   together with a 20% redemption premium, for an aggregate payment of
   $300.0 million, a portion of which may be paid in shares of Tellurian common
   stock.

· Adjustment of Conversion Price: The conversion price of the Convertible Notes


   would be adjusted to an amount to be determined based on a premium to the
   trading price of Tellurian common stock, not to exceed $5.00 per share.

· Adjustment of Redemption Right: The right of the holder of the Convertible


   Notes to cause the Company to redeem the Convertible Notes on each of May 1,
   2023 and May 1, 2024 would be adjusted such that the amount of the redemption
   on each such date would be changed from 33% of the original face value of the
   Convertible Notes to 50% of the outstanding principal amount after the partial
   redemption described above, and the redemption price of any such redemptions
   would be increased from the principal amount of the redeemed Convertible Notes
   to 120% of such amount.

· No Forced Conversion: The provision of the indenture governing the Convertible

Notes providing for an automatic conversion of the Convertible Notes if the

trading price of Tellurian common stock closes above 200% of the conversion

price of the Convertible Notes for 20 consecutive trading days and certain

other conditions are satisfied would be removed.






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· Payment at Maturity: The payment to be made by the Company at the maturity of


   the Convertible Notes will be increased from the then-outstanding principal
   amount to 120% of such amount.

· Covenants: Certain amendments to the restrictive covenants contained in the


   indenture governing the Convertible Notes may be included.

The foregoing terms are still under consideration by the parties. The final amendments to the Convertible Notes, if any, may differ from those described above.

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