EX-4.1





 Exhibit 4.1 

SIXTH SUPPLEMENTAL INDENTURE 

between 
 OAKTREE
SPECIALTY LENDING CORPORATION 
 and 

DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as Trustee 
 Dated as of
May 18, 2021 
  
  

SIXTH SUPPLEMENTAL INDENTURE 

THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of May 18, 2021, is between Oaktree Specialty
Lending Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Trust Company Americas, 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 April 30, 2012 (the “Base Indenture” and, as
amended and supplemented by this Sixth 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
$350,000,000 aggregate principal amount of the Company’s 2.700% Notes due 2027 (the “Notes”). 
 The Company previously
entered into the First Supplemental Indenture, dated as of October 18, 2012, the Second Supplemental Indenture, dated as of April 4, 2013, the Third Supplemental Indenture, dated as of February 26, 2014, the Fourth Supplemental
Indenture, dated as of October 27, 2017, and the Fifth Supplemental Indenture, dated as of February 25, 2020 (collectively, the “Prior Supplemental Indentures”), each of which supplemented the Base Indenture. None of the Prior
Supplemental Indentures is applicable to the Notes. 
 Sections 901(4) and 901(6) 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 (subject to amendment as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)). 












 The Company has duly authorized the execution and delivery of this Sixth Supplemental
Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Sixth 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 Designated Senior Securities having the title “2.700% Notes due 2027.” The Notes
shall bear a CUSIP number of 67401PAC2 and an ISIN number of US67401PAC23. 
 (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 $350,000,000. Under a Board Resolution, Officers’
Certificate pursuant to Board Resolutions or Future Supplemental Indenture, 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 will 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 January 15, 2027, unless earlier redeemed or repurchased in accordance with the provisions of this Sixth Supplemental Indenture. 

(d) The rate at which the Notes shall bear interest shall be 2.700% per annum. The date from which interest shall accrue on the Notes shall be
May 18, 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 January 15 and July 15 of each year, commencing January 15, 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 May 18, 2021 (or the most recent Interest Payment Date to which interest has been paid or provided for), 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 

  
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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 1 and July 1 (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 or at such other address as designated by the Trustee, 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 Sixth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate 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. 
 (f) The depositary for such Global Notes shall be the Depository. 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 and 1008 of the Indenture. 

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

(i) (A) The Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at
a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date: 

(1) 100% of the principal amount of the Notes to be redeemed, and 

(2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to
the Redemption Date) on the Notes to be redeemed through the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) using the applicable Treasury Rate plus 30 basis points. 
 (B)
Notwithstanding the foregoing, at any time on or after December 15, 2026, the Company may redeem some or all of the Notes at any time or from time to time at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. 

  
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 For purposes of calculating the Redemption Price in connection with the redemption of the
Notes, on any Redemption Date, the following terms shall have the meanings set forth below: 
 “Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day
immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate
will be determined by the Company. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with
customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed. 

“Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Par Call Date” means December 15, 2026, which is the date that is one month prior to the maturity date of the Notes. 

“Quotation Agent” means a Reference Treasury Dealer selected by the Company. 

“Reference Treasury Dealer” means each of (1) RBC Capital Markets, LLC, (2) Citigroup Global Markets Inc., (3) Deutsche
Bank Securities Inc. and (4) a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc., or their respective affiliates which are primary U.S. government securities dealers and their respective successors;
provided, however, that if any of the foregoing or its affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall select another Primary Treasury Dealer.

 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer
at 3:30 p.m. New York City time on the third Business Day preceding such Redemption Date. 
 All determinations made by any Reference
Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error. 

(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier
guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depository’s standard
practices and procedures, 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. 

  
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 (iii) Any exercise of the Company’s option to redeem the Notes will be
done in compliance with the Investment Company Act, to the extent applicable. 
 (iv) If the Company elects to redeem only a
portion of the Notes, the particular Notes to be redeemed will be selected in accordance with the applicable procedures of the Trustee and, so long as the Notes are registered to the Depository or its nominee, the Depository; provided,
however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. 

(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 $2,000 and integral multiples of $1,000 in excess thereof.

 (k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity other than in accordance with
Article Thirteen of 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: 
 “Adviser” means Oaktree Fund Advisors, LLC, a Delaware limited liability company. 

“Below Investment Grade Rating Event” means the Notes are downgraded below Investment Grade by both Rating Agencies on any
date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period
shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder)
if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). 

“Brookfield” means Brookfield Asset Management Inc. 

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

 

	 	(1)	 the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in
Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be
deemed to be any such sale, lease, transfer, conveyance or disposition; 


  

	 	(2)	 the consummation of any transaction (including, without limitation, any merger or consolidation) the result of
which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather
than number of shares; or 


  

	 	(3)	 the approval by the Company’s stockholders of any plan or proposal relating to the liquidation or
dissolution of the Company. 


 “Change of Control Repurchase Event” means the occurrence of a Change of
Control and a Below Investment Grade Rating Event. 
 “Controlled Subsidiary” means any Subsidiary of the Company, 50% or
more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies,
whether through the ownership of voting equity interests, by agreement or otherwise. 
 “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and any statute successor thereto. 
 “Fitch” means Fitch Ratings, Inc., also known as
Fitch Ratings, or any 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. 

“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. 
 “Investment Grade” means a rating
of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) (or,
in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency). 

“Moody’s” means Moody’s Investor Services, Inc. or any successor thereto. 

  
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 “Permitted Holders” means (i) the Company, (ii) one or more of
the Company’s Controlled Subsidiaries and (iii) the Adviser, Brookfield, any affiliate of the Adviser or Brookfield or any entity that is managed or advised by the Adviser or Brookfield or any of their affiliates. 

“Rating Agency” means: 
  

	 	(1)	 each of Fitch and Moody’s; and 



 

	 	(2)	 if either of Fitch or Moody’s ceases to rate the Notes or fails to make a rating of the Notes publicly
available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Fitch or
Moody’s, or both, as the case may be. 


 “Significant Subsidiary” means any Subsidiary that would be
a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, as such regulation is in effect on the date of this
Indenture (but excluding any Subsidiary which is (a) a non-recourse or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company
for purposes of GAAP). 
 “Voting Stock” as applied to stock of any Person, means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other
equivalents having such power only by reason of the occurrence of a contingency. 
 Section 2.02 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
amending the definition of “Subsidiary” in Section 101 to add the following sentence at the end of such definition: 

“In addition, for purposes of this definition, “Subsidiary” shall exclude any investments held by the Company in the ordinary
course of business which are not, under GAAP, consolidated on the financial statements of the Company and its Subsidiaries.” 

Section 2.03 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 as Section 115 the following: 

“SECTION 115. COVENANTS 

The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other person’s
compliance with the covenants described above or with respect to any reports or other documents delivered to it pursuant to the Indenture. ” 

ARTICLE III 
 SECURITIES
FORMS 
 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 Two of the Base Indenture shall be amended by adding the following new Section 204 thereto, as set forth below:

 “SECTION 204. Certificated Notes. 

  
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 Notwithstanding anything to the contrary in the Indenture, Notes in physical, certificated
form will be issued and delivered to each person that the Depository identifies as a beneficial owner of the related Notes only if: 
 (a)
the Depository notifies the Company at any time that it is unwilling or unable to continue as depositary for the Notes in global form and a successor depositary is not appointed within 90 days; 

(b) the Depository ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90
days; or 
 (c) an Event of Default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its
Notes be issued in physical, certificated form.” 
 ARTICLE IV 

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 303 of the Base Indenture shall be amended by replacing the final paragraph thereof with the following: 

“No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note
a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual or electronic signature of an authorized signatory, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.” 
 ARTICLE V 

REMEDIES 

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 501 of the Base Indenture shall be amended by replacing clauses (7) and (8) thereof with the following: 

“(7) default by the Company or any of its Significant Subsidiaries, with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100 million in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now
exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated
maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, 

  
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such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding; or 

(8) if, pursuant to Section 18(a)(1)(c)(ii) and Section 61 of the Investment Company Act, or any successor provisions, on the last
Business Day of each of twenty-four consecutive calendar months any class of the Company’s securities shall have an asset coverage (as such term is used in the Investment Company Act) of less than 100 per centum, giving effect to any amendments
to such provision of the Investment Company Act and any exemptive relief granted to the Company by the Commission.” 

Section 5.02 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 Five of the Base Indenture shall be amended by replacing the first paragraph of Section 502 with the following: 

“If an Event of Default with respect to the Notes occurs and is continuing, then and in every such case (other than an Event of Default
specified in Section 501(5) or 501(6)), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Outstanding Notes to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable; provided that 100% of the principal of, and accrued and unpaid
interest on, the Notes will automatically become due and payable in the case of an Event of Default specified in Section 501(5) or 501(6) hereof.” 

Section 5.03 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 512 of the Base Indenture shall be amended by deleting clause (4) and replacing clause (3) thereof with the
following: 
 “(3) the Trustee need not take any action that it determines in good faith may involve it in personal liability or be
unjustly prejudicial to the Holders of the Notes not consenting.” 
 ARTICLE VI 

TRUSTEE 

Section 6.01 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 602 of the Base Indenture shall be amended by replacing clause (5) thereof with the following: 

“(5) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction.” 

  
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 ARTICLE VII 

REPORTS 

Section 7.01 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 704 of the Base Indenture shall be amended by adding the following at the end thereof: 

“In addition, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any
other Person’s compliance with the covenants described in the Indenture or with respect to any reports or other documents delivered to the Trustee pursuant to the Indenture.” 

ARTICLE VIII 
 COVENANTS

 Section 8.01 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 and 1008 thereto, each as set forth
below: 
 “SECTION 1007. Section 18(a)(1)(A) of the Investment Company Act. 

The Company agrees that for the period of time during which the Notes are Outstanding, the Company will not violate, whether or not it is
subject to, Section 18(a)(1)(A) of the Investment Company Act as modified by Section 61(a)(1) and (2) of the Investment Company Act or any successor provisions, as such obligations may be amended or superseded, giving effect to any
exemptive relief granted to the Company by the Commission.” 
 SECTION 1008. 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 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, as applicable.” 

The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other person’s
compliance with the covenants described above or with respect to any reports or other documents delivered to it pursuant to the Indenture. 

ARTICLE IX 

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

Section 9.01 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 Eight of the Base Indenture shall be amended by replacing Section 801 thereof with the following: 

“SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. 

  
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 The Company shall not merge or consolidate with or into any other Person (other than a
merger of a wholly owned Subsidiary of the Company into the Company), or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any
secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless: 

(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by
such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America or any state or
territory thereof; 
 (2) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture, executed and
delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and
conditions of this Indenture to be performed by the Company; 
 (3) immediately after giving effect to such transaction or series of related
transactions, no Default or Event of Default shall have occurred and be continuing; and 
 (4) the Company shall deliver, or cause to be
delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto, comply with this Section 801 and that all conditions precedent in
this Indenture relating to such transaction have been complied with. 
 For the purposes of this Section 801, the sale, transfer,
lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.” 
 ARTICLE X

 OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT 

Section 10.01 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 Thirteen of the Base Indenture shall be amended by replacing Sections 1301 to 1305 with the following: 

“SECTION 1301. Change of Control. 

If a Change of Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company
shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to
100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the
Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall mail a notice to each Holder describing the 

  
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transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of
Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 promulgated under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with this Section 1301, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1301 by virtue of such
conflict. 
 On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the
Investment Company Act, the Company shall, to the extent lawful: 
 (1) accept for payment all Notes or portions of Notes properly tendered
pursuant to its offer; 
 (2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or
portions of Notes properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with
an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. 
 The Paying Agent will
promptly remit to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 

If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be
made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment. 
 The Company will not
be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes in the manner, at the time and otherwise in compliance with the requirements for an offer made by
the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.” 
 ARTICLE XI 

MISCELLANEOUS 

Section 11.01 This Sixth Supplemental Indenture and the Notes shall be governed by and construed in accordance with
the laws of the State of New York. This Sixth 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 11.02 In case any provision in this Sixth 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. 

  
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 Section 11.03 This Sixth 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 Sixth Supplemental Indenture. The exchange of copies of this Sixth Supplemental Indenture and of signature pages by facsimile, .pdf
transmission, email or other electronic means shall constitute effective execution and delivery of this Sixth 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. 
 Section 11.04 The Base
Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument
with respect to the Notes. All provisions included in this Sixth 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 Sixth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Sixth Supplemental Indenture. 

Section 11.05 The provisions of this Sixth Supplemental Indenture shall become effective as of the date hereof. 

Section 11.06 Notwithstanding anything else to the contrary herein, the terms and provisions of this Sixth
Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Sixth 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 11.07 The recitals contained herein and in the Notes 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 Sixth Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it
is duly authorized to execute and deliver this Sixth 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. 

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

			
	OAKTREE SPECIALTY LENDING CORPORATION
		
	By:	 	/s/ Mel Carlisle
	Name:	 	Mel Carlisle
	Title:	 	Chief Financial Officer and Treasurer


  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
		
	By:	 	/s/ Luke Russell
	Name:	 	Luke Russell
	Title:	 	Vice President


  

			
	By:	 	/s/ Kathryn Fischer
	Name:	 	Kathryn Fischer
	Title:	 	Vice President


 [Signature page to Sixth 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. 
 Oaktree Specialty Lending Corporation 

 

			
	No.	  	 $
 CUSIP No. 67401PAC2

ISIN No. US67401PAC23


 2.700% Notes due 2027 

Oaktree Specialty Lending 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. $___)
on January 15, 2027, and to pay interest thereon from May 18, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in each year,
commencing January 15, 2022, at the rate of 2.700% 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 1 and July 1 (whether or not a Business Day), as the case may be,
immediately 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) and any such interest on this Security will be made at the Corporate Trust Office of the Trustee 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 or electronic signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 A-2 













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

Dated: 
  

			
	OAKTREE SPECIALTY LENDING CORPORATION
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	Attest
		
	By:	 	 
		 	Name:
		 	Title:


  
 A-3 













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

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

		
	By:	 	 
		 	Authorized Signatory



  
 A-4 













 Oaktree Specialty Lending Corporation 

2.700% Notes due 2027 
 This
Security is one of a duly authorized issue of Designated 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 April 30, 2012 (herein called
the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, 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 amended and supplemented by the Sixth Supplemental Indenture relating to the Securities, dated as of May 18, 2021, between the Company and the
Trustee (herein called the “Sixth Supplemental Indenture”; and the Sixth Supplemental Indenture and the Base Indenture together are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the
Sixth Supplemental Indenture, the Sixth Supplemental Indenture shall govern and control. 
 This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to $350,000,000. 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 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 will have different CUSIP numbers from the Securities represented
hereby (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, at
a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date: 
  

	 	(a)	 100% of the principal amount of the Securities to be redeemed, or 



 

	 	(b)	 the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of
accrued and unpaid interest to the Redemption Date) on the Securities to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points. 



Notwithstanding the foregoing, at any time on or after December 15, 2026, the Company may redeem some or all of the Securities at any
time or from time to time at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. 

  
 A-5 













 For purposes of calculating the Redemption Price in connection with the redemption of the
Securities, on any Redemption Date, the following terms have the meanings set forth below: 
 “Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day
immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate
will be determined by the Company. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities to be redeemed (assuming the Securities matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance
with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities being redeemed. 

“Comparable Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Par Call Date” means December 15, 2026, which is the date that is one month prior to the Maturity Date of the Securities. 

“Quotation Agent” means a Reference Treasury Dealer selected by the Company. 

“Reference Treasury Dealer” means each of (1) RBC Capital Markets, LLC, (2) Citigroup Global Markets Inc., (3) Deutsche
Bank Securities Inc. and (4) a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc., or their respective affiliates which are primary U.S. government securities dealers and their respective successors;
provided, however, that if any of the foregoing or its affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall select another Primary Treasury Dealer.

 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer
at 3:30 p.m. New York City time on the third Business Day preceding such Redemption Date. 
 All determinations made by any Reference
Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error. 

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 Investment Company Act, to the extent applicable. 

If the Company elects to redeem only a portion of the Securities, the particular Securities to be redeemed will be selected in accordance with
the applicable procedures of the Trustee and, so long as the Securities are registered to the Depository or its nominee, the Depository. 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; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a
Security not redeemed to less than $2,000. 

  
 A-6 













 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 will have the right to require the Company to
repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the Indenture. 
 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. 
 If an Event of Default with respect to Securities of this series shall occur and be continuing (other than Events of Default
related to certain events of bankruptcy, insolvency or reorganization as set forth in the Indenture), 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. In the
case of certain events of bankruptcy, insolvency or reorganization described in the Indenture, 100% of the principal of and accrued and unpaid interest on the Securities will automatically become due and payable. 

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, security or both 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, security or both. 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. 

  
 A-7 













 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 $2,000 and any integral multiples of
$1,000 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. 

  
 A-8