Exhibit 4.1(ii)


 





FIRST SUPPLEMENTAL
INDENTURE


 


This First Supplemental
Indenture (this “Supplemental Indenture”), dated as of [●], 2015, by and between Twin Cities Power Holdings,
LLC, a Minnesota limited liability company (the “Company”), as obligor, and BOKF, NA dba Bank of Oklahoma, a
national association, as trustee (the “Trustee”). Capitalized terms used herein not otherwise defined are as
defined in the Indenture (defined below).


 


W I T N E S S E T H


 


WHEREAS, the Company
has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 10, 2012,
providing for the issuance of renewable, unsecured, subordinated notes in the outstanding aggregate principal amount of $50,000,000.00
(the “Prior Notes”);


 


WHEREAS, the Prior
Notes were issued pursuant to the Company’s registration statement on Form S-1, declared effective by the Securities and
Exchange Commission (the “SEC”) on or about May 10, 2012 (the “Old Registration Statement”);


 


WHEREAS, the Company
wishes to issue additional notes for a total outstanding aggregate principal amount of $75,000,000.00 (the “New Notes”),
to be issued pursuant to the Company’s registration statement on Form S-1 filed with the SEC on [●], 2015 (the “New
Registration Statement”);


 


WHEREAS, the Old
Registration Statement expired and was replaced by the Company’s New Registration Statement, which was declared effective
by the SEC on or about [●], 2015;


 


WHEREAS, upon renewal
of the Prior Notes after the effective date of the New Registration Statement, the Holders of such Prior Notes will be issued New
Notes;


 


WHEREAS, the Prior
Notes that remain outstanding will continue to be subject to the Indenture.


 


WHEREAS, Section
9.1 of the Indenture provides that the Company and the Trustee are authorized to amend the Indenture or the Securities and to execute
and deliver this Supplemental Indenture without the written consent of any Holder where, among other things, such amendment does
not adversely affect the legal rights under the Indenture of any Holder;


 


WHEREAS, the Company
and the Trustee wish to amend the Indenture to provide for the issuance of the New Notes and to reflect the effective date of the
New Registration Statement and a change to the name of the Company’s counsel;


 


WHEREAS, the issuance
of the New Notes and the amendments contained herein do not adversely affect the legal rights under the Indenture of any Holder;
and


 


WHEREAS, the Prior
Notes and the New Notes shall collectively be referred to as “Notes” under the Indenture, as Supplemented herein.


 






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NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


		1.	New Notes. The New Notes are hereby issued under the Indenture, with the same terms and
rights as the Prior Notes.



 


		2.	Amendments to Indenture. The Indenture is hereby amended by:



 


		(a)	replacing the first sentence of Section 2.1(a) in its entirety with the following language:



 


The outstanding
aggregate principal amount of Securities to be issued hereunder (absent an amendment to the Registration Statement) is limited
to $75,000,000.


 


		(b)	replacing the name of Company’s counsel in Section 11.2(a) from Leonard, Street and Deinard
Professional Association to:



 


Stinson Leonard Street
LLP


 


		(c)	replacing the effective date of the Registration Statement in the second paragraph of the Indenture
and the first paragraph of both the front and reverse side of the Note attached to the Indenture as Exhibit A from May 10, 2012
to:



 


[●], 2015


 


		(d)	replacing the reference to the aggregate principal amount of the Notes in the first paragraph of
the reverse side of the Note attached to the Indenture as Exhibit A from $50,000,000 to:



 


$75,000,000


 


		3.	Capitalized Terms. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.



 


		4.	Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
heretofore or hereafter authenticated and delivered shall be bound hereby.



 


		5.	Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF MINNESOTA.



 


		6.	Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



 


		7.	Effect of Headings. The Section headings herein are for convenience only and shall not affect
the construction hereof.



 


		8.	The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company.



 


		9.	Severability. If and to the extent that any provision in this Supplemental Indenture shall
be held invalid, illegal or unenforceable, or any amendment to the Indenture shall be held not to have been properly approved,
the validity, legality, enforceability and approval of the remaining provisions shall not in any way be affected or impaired thereby,
to the extent permitted by applicable law.



 






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


 


TWIN CITIES POWER HOLDINGS, LLC


 


 


By: /s/ Timothy Krieger

Name: Timothy Krieger

Title: Chief Executive Officer


 


 


 


BOKF, NA dba Bank
of Oklahoma, as Trustee


 


 


By: /s/ Cynthia Wilkinson

Name: Cynthia Wilkinson

Title: Senior Vice President and Trust Officer


 


 


 


 


 


 


 


 






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