Exhibit 4.1


 


EXECUTION VERSION


 


FOURTH SUPPLEMENTAL INDENTURE


 


between


 


PHENIXFIN CORPORATION


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


Dated as of November 15, 2021


 


FOURTH SUPPLEMENTAL INDENTURE


 


THIS FOURTH SUPPLEMENTAL INDENTURE
(this “Fourth Supplemental Indenture”), dated as of November 15, 2021, is between PhenixFIN Corporation (formerly known as
Medley Capital Corporation), a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY


 


The Company and the Trustee
executed and delivered an Indenture, dated as of February 7, 2012 (the “Base Indenture” and, as amended and supplemented by
this Fourth Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the
Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or
more series as provided in the Indenture.


 


The Company desires to issue
and sell $50,000,000 in aggregate principal amount (or up to $57,500,000 in aggregate principal amount if the underwriters’ option
to purchase additional Notes is exercised in full) of the Company’s 5.25% Notes due 2028 (the “Notes”).


 


The Company previously entered
into the First Supplemental Indenture, dated as of March 21, 2012 (the “First Supplemental Indenture”), the Second Supplemental
Indenture, dated as of March 18, 2013 (the “Second Supplemental Indenture”) and the Third Supplemental Indenture, dated as
of December 17, 2015 (the “Third Supplemental Indenture”) each of which amended and supplemented the Base Indenture. The First
Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture are not applicable to the Notes.


 


Sections 901(5) and 901(7)
of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding
of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision and (ii)
establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture.


 


The Company desires to establish
the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of
the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture applicable to the Notes (“Future
Supplemental Indenture”)).


 


The Company has duly authorized
the execution and delivery of this Fourth Supplemental Indenture to provide for the issuance of the Notes and amendment of certain provisions
of the Base Indenture as herein provided and all acts and things necessary to make this Fourth Supplemental Indenture a valid, binding,
and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and
performed.


 






     


     


    

 


NOW, THEREFORE, for and in
consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:


 


Article
I

TERMS OF THE NOTES


 


Section 1.01     Terms
of the Notes. The following terms relating to the Notes are hereby established:


 


(a)       The
Notes shall constitute a series of Senior Securities having the title “5.25% Notes due 2028.” The Notes shall bear a CUSIP
number of 71742W 301 and an ISIN number of US71742W3016.


 


(b)       The
aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated
and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906,
1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never
to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate
pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes,
issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity
and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional
Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such
other tranche of Additional Notes). Any Additional Notes and the existing Notes will constitute a single series under the Indenture and
all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.


 


(c)       The
entire outstanding principal of the Notes shall be payable on November 1, 2028, unless earlier redeemed or repurchased in accordance with
the provisions of the Indenture.


 


(d)       The
rate at which the Notes shall bear interest shall be 5.25% per annum (the “Applicable Interest Rate”). The date from which
interest shall accrue on the Notes shall be November 15, 2021, or the most recent Interest Payment Date to which interest has been paid
or provided for; the Interest Payment Dates for the Notes shall be February 1, May 1, August 1 and November 1 of each year, commencing
February 1, 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be
made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest
period will be the period from and including November 15, 2021, to, but excluding, the initial Interest Payment Date, and the subsequent
interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or
the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date,
will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be January 15, April 15, July 15 or October 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on
the Notes will be made at the Corporate Trust Office of the Trustee in Boston, Massachusetts in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment
will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest
on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.


 


(e)       The
Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fourth Supplemental Indenture. Each Global
Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that
it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented
thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.


 






    2


     


    

 


(f)         The
depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security
Registrar with respect to the Global Notes shall be the Trustee.


 


(g)         The
Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403
of the Base Indenture shall apply to the covenants contained in Sections 1007, 1008 and 1009 of the Indenture.


 


(h)         The
Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:


 


(i)       The
Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after November 1, 2023,
at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable
for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.


 


(ii)       Notice
of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery,
to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the
Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section
1104 of the Base Indenture.


 


(iii)       Any
exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act
to the extent applicable.


 


(iv)       If
the Company elects to redeem only a portion of the Notes, the Trustee or the Depositary, as applicable, will determine the method for
selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Indenture and the Investment Company Act and the
rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.


 


(v)       Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes
called for redemption hereunder.


 


(i)           The
Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.


 


(j)           The
Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.


 


(k)           Holders
of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.


 


(l)           The
Notes are hereby designated as “Designated Senior Securities” under the Indenture.


 


Article
II

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 2.01        Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following
defined terms to Section 101 in appropriate alphabetical sequence, as follows:


 


“‘Exchange
Act’ means the Securities Exchange Act of 1934, as amended, and any statute successor thereto.”


 


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


 






    3


     


    

 


“‘Investment
Company Act’ means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated
thereunder, to the extent applicable, and any statute successor thereto.”


 


Article
III

COVENANTS


 


Section 3.01      Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following
new Sections 1007, 1008 and 1009 thereto, each as set forth below:


 


“Section 1007.      Asset
Coverage Requirement.


 


The Company hereby
agrees that for the period of time during which the Notes are Outstanding, the Company will not incur additional indebtedness, including
through the issuance of additional debt securities, or issue preferred stock unless the Company’s asset coverage (as defined in
the Investment Company Act) equals at least 200 per centum, whether or not the Company continues to be subject to the Investment Company
Act, after giving effect to such borrowings and/or issuances.”


 


“Section 1008.      Dividends,
Distributions, Purchases.


 


The
Company hereby agrees that for the period of time during which the Notes are Outstanding, the Company will not declare any dividend (except
a dividend payable in stock of the issuer), or declare any other distribution, upon a class of the capital stock of the Company, or purchase
any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time
of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least 200 per centum, whether
or not the Company continues to be subject to the Investment Company Act and after deducting the amount of such dividend, distribution
or purchase price, as the case may be, and except that the Company will be permitted to declare dividends or distributions on its capital
stock to the extent necessary to maintain the Company’s status as a regulated investment company under Subchapter M of the
Code.”


 


“Section 1009.      Commission
Reports and Reports to Holders.


 


If, at any time,
the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with
the Commission, the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are
Outstanding: (i) within 90 days after the end of the each fiscal year of the Company, audited annual consolidated financial statements
of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal
quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all
material respects, in accordance with GAAP.”


 


Article
IV

REDEMPTION OF SECURITIES


 


Section 4.01      Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 1103 of the Base Indenture shall be amended by replacing the heading
and the first paragraph thereof with the following:


 


“Section 1103.      Selection
of Securities to Be Redeemed.


 


If less than all
the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee, or by the Depositary in the case of global Securities,
from the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, in compliance
with the requirements of The Depository Trust Company and in compliance with the requirements of the principal national securities exchange
on which the Securities are listed (if the Securities are listed on any national securities exchange), or if the Securities are not held
through The Depository Trust Company or listed on any national securities exchange, or The Depository Trust Company prescribed no method
of selection, on a pro rata basis, or by such method as the Trustee shall deem fair and appropriate and subject to and otherwise in accordance
with the procedures of the applicable Depositary; provided that such method may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination for Securities of that series; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series.”


 






    4


     


    

 


Article
V

MEETINGS OF HOLDERS OF SECURITIES


 


Section 5.01      Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause
(c) thereof with the following:


 


“(c)      At
any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount
of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”


 


Article
VI

MISCELLANEOUS


 


Section 6.01      This
Fourth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of laws. This Fourth Supplemental Indenture is subject to the provisions of the Trust Indenture Act
that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.


 


Section 6.02      In
case any provision in this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 6.03      This
Fourth Supplemental Indenture may be executed in counterparts, each of which will be an original, but such counterparts will together
constitute but one and the same Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature
pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Fourth
Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other
electronic means shall be deemed to be their original signatures for all purposes. Any reference to “execute”, “executed”,
“sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic
signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature”
as defined under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) or the New York Electronic Signatures and
Records Act (ESRA), which includes any electronic signature provided using Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any
other similar platform identified by the Company and reasonably available at no undue burden or expense to the Trustee). Any such electronic
signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed
to have been duly and validly delivered for all purposes hereunder. The Company agrees to assume all risks arising out of the use of using
digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting
on unauthorized instructions, and the risk of interception and misuse by third parties.


 






    5


     


    

 


Section 6.04      The
Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and the
Base Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to
the Notes. All provisions included in this Fourth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture
with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented
by this Fourth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented
by this Fourth Supplemental Indenture.


 


Section 6.05      The
provisions of this Fourth Supplemental Indenture shall become effective as of the date hereof.


 


Section 6.06      Notwithstanding
anything else to the contrary herein, the terms and provisions of this Fourth Supplemental Indenture shall apply only to the Notes and
shall not apply to any other series of Securities under the Indenture and this Fourth Supplemental Indenture shall not and does not otherwise
affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now
or hereafter issued and Outstanding.


 


Section 6.07      The
recitals contained herein and in the Notes, except the Trustee’s certificate of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Fourth Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is
duly authorized to execute and deliver this Fourth Supplemental Indenture, authenticate the Notes and any Additional Notes and perform
its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional
Notes or the proceeds thereof.


 




    6


     


    

 


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


 


	 	 	PHENIXFIN CORPORATION
	 	 	 	 	 
	 	 	By:	/s/ David Lorber
	 	 	 	Name:	David Lorber
	 	 	 	Title:	Chief Executive Officer
	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee	 
	 	 	 	 	 
	 	 	By:	/s/ Steven Gomes
	 	 	 	Name:	Steven Gomes
	 	 	 	Title:	Vice President


  


[Signature page to Fourth Supplemental Indenture]





 




     


     


    

 


Exhibit A – Form of Global Note


 


This Security is a Global Note within the meaning
of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company or a nominee thereof. This Security
may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered,
in the name of any Person other than The Depository Trust Company or a nominee thereof, except in the limited circumstances described
in the Indenture.


 


Unless this certificate is presented by an
authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment
and such certificate issued in exchange for this certificate is registered in the name of Cede & Co., or such other name as requested
by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful, as the registered owner hereof, Cede & Co., has an interest herein.


 


PhenixFIN Corporation


	
     

    No.
	$

CUSIP No. 71742W 301

ISIN No. US71742W3016


 


5.25% Notes due 2028


 


PhenixFIN Corporation, a corporation
duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of            U.S. DOLLARS (U.S.$          )
on November 1, 2028, and to pay interest thereon from November 15, 2021, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1 in each year, commencing February 1, 2022,
at the rate of 5.25% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security is registered at the close of business on the Regular Record Date for such interest, which shall be January 15,
April 15, July 15 and October 15 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.


 


Payment of the principal of
(and premium, if any, on) and any such interest on this Security will be made at the Corporate Trust Office of the Trustee in Boston,
Massachusetts in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however,
that so long as this Security is registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures
established by The Depository Trust Company and the Trustee.


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    Exh. A - 1


     


    

 


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


 


Dated:


 


	 	 	PHENIXFIN CORPORATION
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 


	Attest	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 



    Exh. A - 2


     


    

 


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


 


Dated:


 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    Exh. A - 3


     


    

 


PhenixFIN Corporation


 


5.25% Notes due 2028


 


This Security is one of a
duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of February 7, 2012 (herein called the “Base Indenture”, which term shall have
the meaning assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented
by the Fourth Supplemental Indenture relating to the Securities, dated as of November 15, 2021, by and between the Company and the Trustee
(herein called the “Fourth Supplemental Indenture”; the Fourth Supplemental Indenture and the Base Indenture collectively
are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Fourth Supplemental Indenture,
the Fourth Supplemental Indenture shall govern and control.


 


This Security is one of the
series designated on the face hereof, which series is initially limited in aggregate principal amount to $          
(or up to $           in aggregate principal amount if the underwriters’ option
to purchase additional Securities is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions
or an indenture supplement, the Company may from time to time, without the consent of the Holders of Securities, issue additional Securities
of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity and
other terms as the Securities; provided that, if such Additional Securities are not fungible with the Securities (or any other tranche
of Additional Securities for U.S. federal income tax purposes, then such Additional Securities shall have a different CUSIP number from
the Securities (and any such other tranche of Additional Securities). Any Additional Securities and the existing Securities will constitute
a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless
the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions.


 


The Securities of this series
are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after November 1,
2023, at a Redemption Price per security equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments
otherwise payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.


 


Notice of redemption shall
be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of
the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s
address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base
Indenture.


 


Any exercise of the Company’s
option to redeem the Securities will be done in compliance with the Indenture and the Investment Company Act, to the extent applicable.


 


If the Company elects to redeem
only a portion of the Securities, the Trustee or the Depositary, as applicable, will determine the method for selecting the particular
Securities to be redeemed, in accordance with the Indenture and the Investment Company Act and the rules of any national securities exchange
or quotation system on which the Securities are listed, in each case to the extent applicable. In the event of redemption of this Security
in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.


 


Unless the Company defaults
in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.


 


Holders of Securities do not
have the option to have the Securities repaid prior to November 1, 2028.


 


The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 






    Exh. A - 4


     


    

 


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


 


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


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority
in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed
to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.


 


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


 


The Securities of this series
are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


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


 


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


 


To the extent any provision
of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


The Indenture and this Security
shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of
laws.


 






    Exh. A - 5