Exhibit 4.2


 


FOURTH SUPPLEMENTAL INDENTURE


 


between


 


SARATOGA INVESTMENT CORP.


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


Dated as of June 24, 2020


 





 



 


FOURTH SUPPLEMENTAL INDENTURE


 


THIS FOURTH SUPPLEMENTAL
INDENTURE (this “Fourth Supplemental Indenture”), dated as of June 24, 2020, is between Saratoga Investment 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 May 10, 2013 (the “Base Indenture” and, as 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 up to $37,500,000 aggregate principal amount (or up to $43,125,000 aggregate principal amount if the underwriters’
option to purchase additional Securities is exercised in full) of the Company’s 7.25% Notes due 2025 (the “Notes”).


 


The Company previously
entered into the First Supplemental Indenture, dated as of May 10, 2013 (the “First Supplemental Indenture”), the Second
Supplemental Indenture, dated as of December 21, 2016 (the “Second Supplemental Indenture”) and the Third Supplemental
Indenture, dated as of August 28, 2018 (the “Third Supplemental Indenture”), each of which amended and supplemented
the Base Indenture. Neither the First Supplemental Indenture, the Second Supplemental Indenture nor the Third 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.


 


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 (“Future
Supplemental Indenture”)).


 


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


 


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


 


ARTICLE
I

TERMS OF THE NOTES


 


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


 


(a) The
Notes shall constitute a series of Senior Securities having the title “7.25% Notes due 2025.” The Notes shall bear
a CUSIP number of 80349A 604 and an ISIN number of US80349A6047.


 


(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 $37,500,000 (or up to
$43,125,000 aggregate principal amount if the underwriters’ option to purchase additional Securities is exercised in full).
Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may
from time to time, without the consent of the Holders of 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 June 30, 2025, unless earlier redeemed or repurchased in accordance
with the provisions of the Indenture.


 






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(d) The
rate at which the Notes shall bear interest shall be 7.25% per annum. The date from which interest shall accrue on the Notes shall
be June 24, 2020, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment
Dates for the Notes shall be February 28, May 31, August 31, and November 30 of each year, commencing August 31, 2020 (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 June 24, 2020, 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 February 15, May 15, August 15, or November 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 60 Livingston Avenue, St. Paul, MN 55107, Attention:
Saratoga Investment Corp. (7.25% Notes Due 2025) or at such other address as designated by the Trustee, in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are
registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository
Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.


 


(e) The
Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fourth 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 1006, 1008 and 1009 of the Indenture.


 






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(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 June 24,
2022, 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 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.


 






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ARTICLE
II


COVENANTS


 


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 Ten of the Base Indenture shall be amended by adding
the following new Sections 1009, 1010 and 1011 thereto, each as set forth below:


 


“Section 1009. 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 Section 61(a) of the Investment Company Act as
may be applicable to the Company from time to time or any successor provisions thereto, whether or not the Company continues
to be subject to such provisions of the Investment Company Act, but giving effect to any exemptive relief granted to the Company
by the Commission.”


 


“Section 1010. Section
18(a)(1)(B) of the Investment Company Act.


 


The Company
hereby agrees that for the period of time during which Notes are Outstanding, the Company will not declare any dividend (except
a dividend payable in the Company’s 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, 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 no-action relief granted by the Commission to
another business development company (or to the Company if it 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 Code.”


 


“Section 1011. 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 February 28 (or February 29 during a leap year)), 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
III


MEETINGS
OF HOLDERS OF 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 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.”


 






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ARTICLE
IV

MISCELLANEOUS


 


Section 4.01 This
Fourth 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 Fourth Supplemental Indenture is subject to the provisions of the Trust
Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.


 


Section 4.02 In
case any provision in this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 4.03 For
the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes
must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed
manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing
to Trustee by the authorized representative), in English.  The Issuer 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.


 


Section 4.04 This
Fourth Supplemental Indenture may be executed in counterparts, each of which will be an original, but such counterparts will together
constitute but one and the same Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and
of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery
of this Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission,
email or other electronic means shall be deemed to be their original signatures for all purposes.


 


Section 4.05 The
Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and
the Base Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument with
respect to the Notes. All provisions included in this Fourth Supplemental Indenture supersede any conflicting provisions included
in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base
Indenture, as supplemented by this Fourth Supplemental Indenture, and agrees to perform the same upon the terms and conditions
of the Base Indenture, as supplemented by this Fourth Supplemental Indenture.


 


Section 4.06 The
provisions of this Fourth Supplemental Indenture shall become effective as of the date hereof.


 


Section 4.07 Notwithstanding
anything else to the contrary herein, the terms and provisions of this Fourth Supplemental Indenture shall apply only to the Notes
and shall not apply to any other series of Securities under the Indenture and this Fourth Supplemental Indenture shall not and
does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding.


 


Section 4.08 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 Fourth Supplemental Indenture,
the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Fourth
Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall
not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.


 




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


 


	 	
        SARATOGA INVESTMENT CORP.

	 	 
	 	By:	/s/ Henri J. Steenkamp
	 	Name:	Henri J. Steenkamp
	 	Title:	Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Karen R. Beard
	 	Name:	Karen R. Beard  
	 	Title:	Vice President
	 	 	 


 


[Signature page to Fourth Supplemental
Indenture]


 




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Exhibit A – Form of Global
Note 


 


This Security is a Global Security 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.


 


Saratoga Investment Corp.


 


	No.	$
	 	CUSIP No. 80349A 604
	 	ISIN No. US80349A6047


 


7.25% Notes due 2025


 


Saratoga Investment 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       Dollars (U.S. $    ) on June 30, 2025 and to pay interest thereon from June 24, 2020 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 28, May 31, August 31,
and November 30 in each year, commencing August 31, 2020, 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 February 15, May 15, August 15, or November 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 60 Livingston Avenue, St.
Paul, MN 55107, Attention: Saratoga Investment Corp. (7.25% Notes Due 2025) or at such other address as designated by the Trustee,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however,
that so long as 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.


 




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


 


Dated:


 


	 	SARATOGA INVESTMENT CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Attest	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:  	 


 


[Global Note – Fourth Supplemental
Indenture]


 




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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 – Fourth Supplemental
Indenture]


 




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Saratoga Investment Corp.

7.25% Notes due 2025


 


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 May 10, 2013 (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 June 24, 2020, by and between
the Company and the Trustee (herein called the “Fourth Supplemental Indenture”; the Fourth Supplemental Indenture and
the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture
and the Fourth Supplemental Indenture, the Fourth Supplemental Indenture shall govern and control.


 


This Security is one of the series designated
on the face hereof, which series is initially limited in aggregate principal amount to $    . 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 June 24, 2022, 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 will determine the method for selecting the particular Securities to be redeemed, in accordance
with Section 1.01 of the Fourth Supplemental Indenture and Section 1103 of the Base Indenture. 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.


 






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


 


Holders of Securities do not have the option
to have the Securities repaid prior to August 31, 2025.


 


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.


 






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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.


 


 


 


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