Exhibit 4.1


 


THIRD SUPPLEMENTAL INDENTURE


 


between


 


OXFORD SQUARE CAPITAL CORP.


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee




 


Dated as of May 20, 2021




 


 






 


THIRD SUPPLEMENTAL INDENTURE


 


THIS THIRD SUPPLEMENTAL INDENTURE (this “Third
Supplemental Indenture”), dated as of May 20, 2021, is between Oxford Square Capital Corp., a Maryland corporation (the “Company”),
and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used 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 12, 2017 (the “Base Indenture” and, as supplemented by this Third 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 up to $70,000,000
aggregate principal amount (or up to $80,500,000 aggregate principal amount if the underwriters’ overallotment option
to purchase additional Notes is exercised in full) of the Company’s 5.50% Notes due 2028 (the “Notes”).


 


The Company previously entered into the First Supplemental
Indenture, dated as of April 12, 2017 (the “First Supplemental Indenture”), and the Second Supplemental Indenture, dated as
of April 3, 2019 (the “Second Supplemental Indenture”), each of which amended and supplemented the Base Indenture. Neither
the First Supplemental Indenture nor the Second Supplemental Indenture 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.


 






    1


     


    

 


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 (each, a “Future Supplemental Indenture”)).


 


The Company has duly authorized the execution and
delivery of this Third Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this
Third 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 “5.50% Notes due 2028.” The Notes shall bear a CUSIP
number of 69181V 503 and an ISIN number of US69181V5030, as may be supplemented or replaced from
time to time.


 


(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 up to $70,000,000 (or up to $80,500,000 aggregate principal amount
if the underwriters’ overallotment option to purchase additional Notes 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 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. 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 July 31, 2028.


 






    2


     


    

 


(d)       The
rate at which the Notes shall bear interest shall be 5.50% per annum (the “Applicable Interest Rate”). The date from which
interest shall accrue on the Notes shall be May 20, 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 31, April 30, July 31, and October 31 of each year, commencing
July 31, 2021 (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 20, 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 office of the Trustee located at 111 Fillmore Avenue, St. Paul, MN 55107, Attention: Oxford Square Capital Corp. (5.50%
Notes due 2028) and 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 Third 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 (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.


 






    3


     


    

 


(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 May 31, 2024,
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 date fixed for redemption.


 


(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 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 Base 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 “Senior Securities” under the Indenture.


 






    4


     


    

 


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.”


 


“‘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.”


 


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, Section 104 of the Base Indenture shall be amended by replacing clause (d) thereof
with the following:


 


“(d) If the Company shall solicit from the
Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Such
record date shall be the record date specified in or pursuant to such Board Resolution, which date shall be a date not earlier than the
date thirty (30) days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may
be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.”


 






    5


     


    

 


ARTICLE
III


THE
SECURITIES


 


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, Section 305 of the Base Indenture shall be amended by replacing the first paragraph thereof
with the following:


 


“The Company shall cause to be kept at the
Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series of Securities
(the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred
to collectively as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be
in written form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate
Trust Office, is hereby initially appointed “Security Registrar” for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided, and for facilitating exchanges of temporary global Securities
for permanent global Securities or definitive Securities, or both, or of permanent global Securities for definitive Securities, or both,
as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times. In acting hereunder and in connection with the Securities, the Security Registrar shall act solely as
an agent of the Company, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder.”


 


Section 3.02       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 Three of the Base Indenture shall be amended by adding the following paragraphs
as the last paragraphs of Section 305:


 


“The Trustee shall have no responsibility
or obligation to any beneficial owner of a global Security, a member of, or a participant in, DTC or other Person with respect to the
accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities
or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including
any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under
or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in
respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee
in the case of a global Security). The rights of beneficial owners in any global Security shall be exercised only through DTC subject
to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished
by DTC with respect to its members, participants and any beneficial owners.


 


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any transfers between or among DTC participants, members or beneficial
owners in any global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for
any actions taken or not taken by DTC.”


 






    6


     


    

 


Section 3.03       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 306 of the Base Indenture shall be amended by replacing the fourth paragraph
thereof with the following:


 


“Upon the issuance of any new Security under
this Section, the Company, the Paying Agent or the Security Registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee,
the Paying Agent or the Security Registrar and their respective counsels) connected therewith.”


 


ARTICLE
IV


SATISFACTION
AND DISCHARGE


 


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, Article Four of the Base Indenture shall be amended by replacing Section 402 with the
following:


 


“Section 402. Application of Trust Funds.


 


Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any)
and interest, if any, for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law. In acting under this Indenture and in connection with the Securities, the Paying
Agent shall act solely as an agent of the Company, and will not thereby assume any obligations towards or relationship of agency or trust
for or with any Holder.”


 


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 502 of the Base Indenture shall be amended by replacing clause (1)(D) thereof
with the following:


 


“(D)       all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Paying Agent, the Security
Registrar, and their respective agents and counsel; and”


 






    7


     


    

 


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, Section 507 of the Base Indenture shall be amended by replacing clause (3) thereof with
the following:


 


“(3)       such Holder or Holders have offered
to the Trustee indemnity, security, or both, reasonably satisfactory to the Trustee, against the costs, expenses and liabilities
to be incurred in compliance with such request;”


 


ARTICLE
VI


THE
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, Article Six of the Base Indenture shall be amended by replacing Sections 601 and 602
with the following:


 


“Section
601. Notice of Defaults.


 


Within 90 days after the occurrence of any Default
hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such Default hereunder known to a Responsible Officer of the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest,
if any, on any Security of such series, or in the payment of any sinking or purchase fund installment with respect to the Securities of
such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee
or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice
is in the interest of the Holders of the Securities of such series; and provided further that in the case of any Default or breach
of the character specified in Section 501 (4) with respect to the Securities of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof.


 


Section 602. Certain
Rights and Duties of Trustee.


 


(1)       Prior
to the time when the occurrence of an Event of Default becomes known to a Responsible Officer of the Trustee and after the curing or waiving
of all such Events of Default with respect to a series of Securities that may have occurred:


 


(a)       the duties and
obligations of the Trustee shall with respect to the Indenture and the Securities of any series be determined solely by the express provisions
of this Indenture, including without limitation Section 107 of this Indenture, and the Trustee shall not be liable with respect to the
Securities except for the performance of such duties and obligations as are specifically set forth in this Indenture, including without
limitation Section 107 of this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee;


 






    8


     


    

 


(b)       in the absence
of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture
or the Securities, as the case may be; but in the case of any such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations
or other facts stated herein); and


 


(c)       The Trustee shall
not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts.


 


(2)       If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


(3)       The
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties.


 


(4)       Any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced
as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.


  


(5)       Whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may require and, in the absence
of bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel or an Officers’ Certificate.


 


(6)       The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 


(7)       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 or indemnity reasonably satisfactory to it against the costs, expenses and liabilities (including the reasonable
fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request or direction.


 






    9


     


    

 


(8)       The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled upon reasonable notice and at reasonable times during normal
business hours to examine the books, records and premises of the Company, personally or by agent or attorney.


 


(9)       The
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care
by it hereunder.


 


(10)       The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities and this Indenture.


 


(11)       The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and to other
Person employed to act hereunder.


 


(12)       The
permissive rights of the Trustee enumerated herein shall not be construed as duties and the Trustee shall not be answerable for other
than its own negligent action, its own negligent failure to act or its own willful misconduct with respect to such permissive rights.


 


(13)       The
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the Holders of not less than a majority in principal amount of the Outstanding Securities of a series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee
under this Indenture with respect to such Securities.


 


(14)       The
Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture.


 


(15)       The
Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded.


 






    10


     


    

 


(16)       In
no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action.


 


(17)       The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes;
fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities,
computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authorities and governmental
action.


 


Every provision
of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 602 and to the provisions of the TIA.


 


The Trustee shall not be required to expend or
risk its own funds, give any bond or surety in respect of the performance of its powers and duties hereunder, or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


The parties hereto acknowledge that in order to
help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that
became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record
and update information that identifies each person establishing a relationship or opening an account. The parties to this Indenture agree
that they will provide to the Trustee such information as it may request, from time to time, in order for the Trustee to satisfy the requirements
of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow
it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents
such as articles of incorporation or other identifying documents to be provided.”


 






    11


     


    

 


Section 6.02       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, Section 606 of the Base Indenture shall be amended by replacing clauses (2) and (3) thereof
with the following:


 


“(2)       Except
as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any predecessor Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and disbursements of its agents, counsel, accountants and experts),
except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct.


 


(3)       To
indemnify each of the Trustee or any predecessor Trustee and their respective officers, directors, employees, representatives and agents,
for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its own part,
arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses
(including reasonable fees and expenses of its agents and counsel) of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder (whether asserted by any Holder, the Company or otherwise). The Trustee
shall notify the Company promptly of any third party claim for which it may seek indemnity of which it has received written notice. Failure
by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder unless, and solely to the extent that,
such failure materially prejudices the Company’s defense of such claim. The Company shall defend the claim, with counsel reasonably
satisfactory to the Trustee, and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense; provided
that if the defendants in any such claim include both the Company and the Trustee and the Trustee shall have concluded that there may
be legal defenses available to it which are different from or additional to those available to the Company, or the Trustee has concluded
that there may be any other actual or potential conflicting interests between the Company and the Trustee, the Trustee shall have the
right to select separate counsel and the Company shall be required to pay the reasonable fees and expenses of such separate counsel. Any
settlement which affects the Trustee may not be entered into without the written consent of the Trustee, unless the Trustee is given a
full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement
or admission of fault, culpability or failure to act by or on behalf of the Trustee. Any settlement by the Trustee which affects the Company
may not be entered into without the written consent of the Company, unless such settlement does not include a statement or admission of
fault, culpability or failure to act by or on behalf of the Company.”


  


ARTICLE
VII


Holders’
lists and reports by trustee and company


 


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 replacing the final paragraph thereof
with the following:


 


“The Trustee shall transmit (at the expense
of the Company) by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the
extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant
to subparagraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.
In no event shall the Trustee be obligated to determine whether or not any report, information or document shall have been filed with
the Commission.


 






    12


     


    

 


Delivery of such reports, information, and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).”


 


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, 1008, and 1009 thereto, each as set forth below:


 


“Section 1007. Section 18(a)(1)(A) of
the Investment Company Act.


 


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


 


“Section 1008. Section 18(a)(1)(B) of
the Investment Company Act.


 


The Company 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 our stock), or declare
any other distribution, upon a class of the Company’s capital stock, 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 the threshold specified in Section 18(a)(1)(B) as modified by such provisions of
Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time or any successor provisions thereto
of the Investment Company Act, as such obligation may be amended or superseded, after deducting the amount of such dividend, distribution
or purchase price, as the case may be, and in each case giving effect to (i) any exemptive relief granted to the Company by the Commission,
and (ii) any Commission no-action relief granted by the Commission to another business development company (or to the Company if the Company
determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or
distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the Investment
Company Act as may be applicable to the Company from time to time, as such obligation may be amended or superseded, in order to maintain
such business development company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended.”


 






    13


     


    

 


“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 (which fiscal year ends on December 31), 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
IX


Redemption
of securities





 


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 Eleven of the Base Indenture shall be amended by replacing Section 1102 with
the following:


 


“Section 1102. Election to Redeem; Notice
to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of
the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), an Officers’ Certificate notifying the Trustee in writing of such Redemption Date
and of the principal amount of Securities of such series to be redeemed, and, if applicable, of the tenor of the Securities to be redeemed,
and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant
to Section 1103. In the case of any redemption of Securities of any series prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.”


 


Section 9.02       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, Section 1103 of the Base Indenture shall be amended by replacing the first paragraph
thereof with the following:


 


“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, with respect to global Securities, DTC, 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 DTC and 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 DTC or listed on any national securities exchange, or DTC 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 Depository; provided that such method complies with the rules
of any national securities exchange or quotation system on which the Securities are listed, and 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.”


 


Section 9.03       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 Eleven of the Base Indenture shall be amended by replacing Section 1107 with
the following:


 


“Section 1107. Securities Redeemed in
Part.


 


Any Registered Security that is to be redeemed
only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security at the expense of the Company without service charge
a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a temporary global
Security or permanent global Security is so surrendered, such new Security so issued shall be a new temporary global Security or permanent
global Security, respectively. However, if less than all the Securities of any series with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed and shall notify
the Trustee in writing thereof at least 45 days prior to the relevant redemption date.”


 






    14


     


    

 


ARTICLE
X


Redemption
of securities


 


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 Eleven of the Base Indenture shall be amended by replacing Section 1302 with
the following:


 


“Section 1302. Repayment of Securities.


 


Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at
the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms
of such Securities. The Company covenants that on or before 10:00 am, New York City time, on the Repayment Date it will deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient
to pay the Repayment Price of, and (unless otherwise specified pursuant to Section 301) accrued interest on, all the Securities or portions
thereof, as the case may be, to be repaid on such date; provided, however, that to
the extent any such funds are received by the Trustee or a Paying Agent from the Company after 10:00 a.m., New York City time, on the
due date, such funds will be distributed to the Holders within one Business Day of receipt thereof.


 


ARTICLE
XI


MEETINGS
OF HOLDERS OF SECURITIES


 


Section 11.01       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
XII

MISCELLANEOUS


 


Section 12.01       This Third Supplemental
Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York, without regard to principles
of conflicts of laws. This Third 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.


 






    15


     


    

 


Section 12.02       In case any provision in
this Third 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 12.03       This Third 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 Third Supplemental Indenture. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile,
..pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Third 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 12.04       The Base Indenture, as
supplemented and amended by this Third Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this
Third Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions
included in this Third 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 Third Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Third Supplemental
Indenture.


 


Section 12.05       The provisions of this
Third Supplemental Indenture shall become effective as of the date hereof.


 


Section 12.06       Notwithstanding anything
else to the contrary herein, the terms and provisions of this Third Supplemental Indenture shall apply only to the Notes and shall not
apply to any other series of Securities under the Indenture and this Third 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 12.07       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 Third Supplemental Indenture, the Notes or any Additional
Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Third 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. All rights, protections, privileges, indemnities, immunities
and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be
deemed applicable to all actions taken, suffered or omitted by the Trustee in each of its capacities hereunder.


 


Section 12.08       For the avoidance of doubt,
all notices, approvals, consents, requests and any communications hereunder or with respect to this Third Supplemental Indenture must
be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed by hand, facsimile
or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee
by the authorized representative), in English. 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.


 




    16


     


    

 


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


 


	 	
    OXFORD SQUARE CAPITAL CORP.

	 	 
	 	By:	/s/ Jonathan H. Cohen
	 	Name:	Jonathan H. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Karen R. Beard
	 	Name: 	Karen R. Beard
	 	Title:	Vice President


 


 


[Signature page to Third Supplemental Indenture]


 




    17


     


    

 


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.


 


Oxford Square Capital Corp.


 


	No.	$
	 	CUSIP No. 69181V 503
	 	ISIN No. US69181V5030



 


5.50% Notes due 2028


 


Oxford Square Capital Corp., a corporation
duly organized and existing under the laws of Maryland (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
July 31, 2028 and to pay interest thereon from May 20, 2021 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly on January 31, April 30, July 31, and October 31 in each year, commencing July 31, 2021, at the
rate of 5.50% 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, or 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 office of the Trustee located at 111 Fillmore Avenue, St. Paul, MN 55107,
Attention: Oxford Square Capital Corp. (5.50% Notes due 2028) and 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 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.


 




     


     


    

 


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


 


Dated:


 


	 	
    OXFORD SQUARE CAPITAL CORP.

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Attest	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


[Global Note – Third Supplemental Indenture]


 




     


     


    

 


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



 


[Global Note – Third Supplemental Indenture]


 



     


     


    

 


Oxford Square Capital Corp.

5.50% 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 April 12, 2017 (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 Third Supplemental
Indenture relating to the Securities, dated May 20, 2021, by and between the Company and the Trustee (herein called the “Third Supplemental
Indenture”; the Third Supplemental Indenture and the Base Indenture collectively are herein called the “Indenture”).
In the event of any conflict between the Base Indenture and the Third Supplemental Indenture, the Third 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 $
               aggregate principal amount if the
underwriters’ overallotment option to purchase additional Notes 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. 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 May 31, 2024, 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 date fixed for redemption.


 


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 Trustee or the Depositary, as applicable, will determine the method for selecting the particular Securities to
be redeemed, in accordance with their standard operating procedures, 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 Notes called for redemption.


 


Holders of Securities do not have the option to
have the Securities repaid prior to July 31, 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.


 


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 indemnity, security, or both reasonably satisfactory to the Trustee 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 and/or
security. 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, the Trustee, or the Security Registrar 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, or the Security Registrar and any agent of the Company, the Trustee, or the Security Registrar
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 none of the Company, the Trustee, the Security Registrar or any agent thereof 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.


 


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.


 


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.