Exhibit 4.5



 


 


FOURTH SUPPLEMENTAL INDENTURE


 


between


 


MEDLEY LLC


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


Dated as of [●], 2017


 





 



 


FOURTH SUPPLEMENTAL INDENTURE


 


THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth
Supplemental Indenture”), dated as of [●], 2017, is between Medley LLC, a Delaware limited liability company (the “Company”),
and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined
herein shall have the meaning set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY


 


The Company and the Trustee executed and
delivered an Indenture, dated as of August 9, 2016 (the “Base Indenture” and, as amended and supplemented by this
Fourth Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of
the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be
issued in one or more series as provided in the Indenture.


 


The Company desires to issue and sell $[●]
in aggregate principal amount (or up to $[●] in aggregate principal amount if the purchasing agent’s option to purchase
additional Notes is exercised in full) of the Company’s 7.25% Notes due 2024 (the “Notes”).


 


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


 


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


 


The Company has duly authorized the execution
and delivery of this Third Supplemental Indenture to provide for the issuance of the Notes and amendment of certain provisions
of the Base Indenture as herein provided and all acts and things necessary to make this 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 101      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 “7.25% Notes due 2024.” The Notes
shall bear a CUSIP number of 58503Y204 and an ISIN number of US58503Y2046.


 


(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 $[●] (or up to $[●]
if the purchasing agent’s 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 January 30, 2024, unless earlier redeemed or repurchased in
accordance with the provisions of this Third Supplemental Indenture.


 


(d)         The
rate at which the Notes shall bear interest shall be 7.25% per annum (the “Applicable Interest Rate”). The
date from which interest shall accrue on the Notes shall be January 18, 2017, 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 30,
April 30, July 30 and October 30 of each year, commencing April 30, 2017 (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 January 18, 2017, 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 and October 15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at
the Corporate Trust Office of the Trustee in Boston, Massachusetts in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede
& Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust
Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.


  


(e)          The
Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit A to this 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, redemptions and issuances.
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.


 


(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 January 30,
2020, 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 Indenture 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 “Designated Senior Securities” under the Indenture.


 


ARTICLE
II


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 201      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 I 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.”


 




     


     


    

 


ARTICLE
III


COVENANTS


 


Section 301      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 X of the Base Indenture shall be amended by adding
the following new Section 1007 thereto, as set forth below:


 


“Section 1007 Commission Reports and Reports
to Holders.


 


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


 


ARTICLE
IV


REDEMPTION
OF SECURITIES


 


Section 401      Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding, Section 1103 of the Base Indenture shall be amended by replacing
the heading and the first paragraph thereof with the following:


  


“Section 1103. Selection of Securities
to Be Redeemed.


 


If less than all the Securities of
any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 45 days prior to the Redemption Date by the Trustee, or by the Depositary in the case of global Securities, from
the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, in compliance
with the requirements of DTC and in compliance with the requirements of the principal national securities exchange on which the
Securities are listed (if the Securities are listed on any national securities exchange), or if the Securities are not held through
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
Depositary; provided that such method may provide for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series
of a denomination larger than the minimum authorized denomination for Securities of that series; provided, however, that no such
partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series.”


 


ARTICLE
V


MEETINGS
OF HOLDERS OF SECURITIES


 


Section 501      Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing
clause (c) thereof with the following:


  




     


     


    

 


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


 


 


ARTICLE
VI


MISCELLANEOUS


 


Section 601      This
Third Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws. This 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.


 


Section 602      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 603      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 Second 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 604      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 605      The
provisions of this Third Supplemental Indenture shall become effective as of the date hereof.


 


Section 606      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 607      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.


 




     


     


    

 


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


 


	 	MEDLEY LLC
	 	 
	 	By:	 
	 	Name:   	 
	 	Title:	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature page to Third 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.


 


	 	Medley LLC	 
	 	 	 
	No.	 	$
	 	 	CUSIP No. 58503Y024
	 	 	ISIN No. US58503Y2046


 


7.25% Notes due 2024


 


Medley LLC, a limited liability company duly
organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of                    U.S.
DOLLARS (U.S.$           ) on January 30, 2024, and to pay interest
thereon from January 18, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
quarterly on January 30, April 30, July 30 and October 30 in each year, commencing April 30, 2017, at the rate of 7.25%
per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
is registered at the close of business on the Regular Record Date for such interest, which shall be January 15, April 15,
July 15 and October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.


 


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


 


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


 














 




     


     


    

 


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


 


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


 


Dated:


 


	 	MEDLEY LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:   


 


Attest


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


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


 




     


     


    

 


Medley LLC


7.25% Notes due 2024


 


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 August 9, 2016 (herein called the “Base Indenture”, which term shall have the meaning
assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by
the Fourth Supplemental Indenture relating to the Securities, dated as of [●], 2017, 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 $          in aggregate principal amount if the purchasing agent’s
option to purchase additional Securities is exercised in full).  Under a Board Resolution, Officers’ Certificate
pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders
of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same
ranking and the same interest rate, maturity and other terms as the Securities. 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, redemptions and issuances.


 


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 January 30, 2020,
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 Indenture and the Investment Company Act, to the extent applicable.


 


If the Company elects to redeem only a portion
of the Securities, the Trustee or the Depositary, as applicable, will determine the method for selecting the particular Securities
to be redeemed, in accordance with the Indenture to the extent applicable. In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.


 


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


  


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 50% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


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


 


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


 


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


 


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


 


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


 




     


     


    

 


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


 


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.