Exhibit 4.1


 


SECOND SUPPLEMENTAL INDENTURE


 


between


 


MONROE CAPITAL CORPORATION


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


Dated as of January 25, 2021


 


THIS SECOND SUPPLEMENTAL
INDENTURE (this “Second Supplemental Indenture”), dated as of January 25, 2021, is between Monroe Capital Corporation,
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 September 12, 2018 (the “Base Indenture” and, as supplemented
by this Second 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 $130,000,000 aggregate principal amount of the Company’s 4.75% Notes due 2026 (the “Notes”).


 


The Company previously
entered into the First Supplemental Indenture, dated as of September 12, 2018 (the “First Supplemental Indenture”),
which amended and supplemented the Base Indenture.  The First Supplemental Indenture is not 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 in form reasonably satisfactory to the Trustee 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 (each,
a “Future Supplemental Indenture”)).


 


The Company has duly
authorized the execution and delivery of this Second Supplemental Indenture to provide for the issuance of the Notes and all acts
and things necessary to make this Second 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 “4.75% Notes due 2026.” The Notes shall bear
a CUSIP number of 610335 AB7 and an ISIN number of US610335AB74, 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 $130,000,000. Under a Board
Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to
time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having
the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes
are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional
Notes will have different CUSIP and ISIN numbers from the Notes (and any such other tranche of Additional Notes). Any Additional
Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein
shall include the Additional Notes unless the context otherwise requires.


 


(c)            The
entire outstanding principal of the Notes shall be payable on February 15, 2026 unless earlier redeemed or repurchased in
accordance with the provisions of this Second Supplemental Indenture.


 






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(d)            The
rate at which the Notes shall bear interest shall be 4.75% per annum. The date from which interest shall accrue on the Notes shall
be January 25, 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 February 15 and August 15 of each year, commencing August 15, 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 January 25, 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 February 1 and August 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest
on the Notes will be made upon presentation of the Notes at the office of the Trustee located at 111 Fillmore Avenue, St. Paul,
MN 55107, Attention: Monroe Capital Corporation (4.75% Notes Due 2026) 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, if the holder of the Notes requests the Company to do so, the Company will pay any amount
that becomes due on the Notes by wire transfer of immediately available funds to an account at a bank in New York, New York (upon
not less than 15 Business Days’ notice prior to the time of payment); 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 Second Supplemental Indenture.
Each Global Note shall represent the aggregate amount of 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
depository for such Global Notes (the “Depository”) 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.
For the avoidance of doubt, Article 4 of the Base Indenture also applies to the Notes.


 






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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, at a Redemption Price
calculated by the Company equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but
excluding, the Redemption Date:


 


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



 


		(b)	the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points;



 


provided, however,
that if the Company redeems any Notes on or after November 15, 2025, the Redemption Price for the Notes will be equal to 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption
Date.


 


For purposes
of calculating the Redemption Price in connection with the redemption of the Notes, on any Redemption Date, the following terms
have the meanings set forth below:


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance
with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of the Notes being redeemed.


 


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


 


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


 


“Reference
Treasury Dealer” means each of any four primary U.S. government securities dealers selected by the Company.


 


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


 






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“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity
of the Comparable Treasury Issue (computed as of the third business day immediately preceding the redemption), assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.


 


(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 and the Investment Company
Act, to the extent applicable.


 


(iv)          If
the Company elects to redeem only a portion of the Notes, the Trustee or, with respect to the Global Notes, the Depository will
determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the 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; provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Note not redeemed to less than $2,000.


 


(v)           Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the
Notes called for redemption hereunder.


 


(i)             The
Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.


 


(j)             The
Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


(k)            Holders
of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity other than in accordance with Article 13
of the Indenture.


 


(l)             The
Notes are hereby designated as “Senior Securities” under the Indenture.


 






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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 1 of the Base Indenture shall be amended by
adding the following defined terms to Section 101 in appropriate alphabetical sequence, as follows:


 


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


 


“‘Change
of Control’ means the occurrence of any of the following:


 


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


 


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


 


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


 


“‘Change
of Control Repurchase Event’ means the occurrence of a Change of Control and a Below Investment Grade Rating Event.”


 


“‘Controlled
Subsidiary’ means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by
the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or
otherwise.”


 


“‘Egan-Jones’
means Egan-Jones Ratings Company or any successor thereto.”


 






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“‘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.”


 


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


 


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


 


“‘Rating
Agency’ means:


 


(1) Egan-Jones;
and


 


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


 


“‘Significant
Subsidiary’ means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X under the Exchange Act, as such regulation is in effect on the date of this Indenture (but excluding any Subsidiary
which is (a) a non-recourse or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is
not consolidated with the Company for purposes of GAAP).”


 


“‘Voting
Stock’ as applied to stock of any person, means shares, interests, participations or other equivalents in the equity
interest (however designated) in such person having ordinary voting power for the election of a majority of the directors (or the
equivalent) of such person, other than shares, interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.”


 


Section 2.02.     Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding, Article 1 of the Base Indenture shall be amended by
replacing the definitions of “Business Day,” “Corporate Trust Office” and “Subsidiary” in Section 101
with the following:


 






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“‘Business Day,’
when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in The City of New York or that Place of Payment, the Corporate
Trust Office or particular location are authorized or obligated by law or executive order to close.”


 


“‘Corporate Trust Office’
means the principal office of the Trustee at which at any time its corporate trust business with respect to the Securities shall
be administered, which office at the date hereof for purposes of Section 1002 and for purposes of presentment of Securities
for transfer, exchange or surrender is located at 111 Fillmore Avenue E, St. Paul, MN, 55107, Attention: Monroe Capital Corporation,
and for all other purposes is located at 1 Federal Street, 3rd Floor, Boston, MA 02110, Attention: Monroe Capital Corporation (4.75%
Notes Due 2026), or such other address as the Trustee may designate from time to time by notice to the Holders and the Company,
or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).”


 


“‘Subsidiary’ means
(1) any corporation a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries of the Company, (2) any other Person (other than a corporation) in which such Person, one
or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the
date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary
of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination
thereof has a majority ownership interest. For the purposes of this definition, “voting stock” means stock having voting
power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by
reason of any contingency. In addition, for purposes of this definition, ‘Subsidiary’ shall exclude any investments
held by the Company in the ordinary course of business which are not, under GAAP, consolidated on the financial statements of the
Company and its Subsidiaries.”


 


Section 2.03.     Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding, Section 104 of the Base Indenture shall be amended by
replacing clause (D) 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. Notwithstanding the Trust Indenture Act Section 316(c), such record date
shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 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.”


 






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ARTICLE III

REMEDIES


 


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 501 of the Base Indenture shall be amended by
replacing clause (6) with the following clause (6) and adding the following clause (9) thereto:


 


“(6) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A) is
for relief against the Company in an involuntary case or proceeding, or


 


(B) adjudges
the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company, or


 


(C) appoints
a Custodian of the Company or for all or substantially all of its property, or


 


(D) orders
the winding up or liquidation of the Company,


 


and
the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days;”


 


“(9) default
by the Company or any of its Significant Subsidiaries with respect to any mortgage, agreement or other instrument under which there
may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50 million
in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter
be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure
to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration
of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed
or annulled, within a period of 30 calendar days after written notice of such failure is given to the Company by the Trustee or
to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes then Outstanding.”


 






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


 


“If
an Event of Default (other than an Event of Default under Section 501(5) or Section 501(6)) with respect to the
Notes at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Notes may (and the Trustee shall at the written request of such Holders) declare the
principal of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable,
but does not entitle any Holder to any redemption payout or redemption premium. If an Event of Default under Section 501(5) or
Section 501(6) occurs, the entire principal amount of all the Notes will automatically become due and immediately payable.”


 


ARTICLE IV

COVEnANTS


 


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 10 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 the Notes are Outstanding, the Company will not violate Section 18(a)(1)(A) as
modified by Section 61(a)(2) of the Investment Company Act 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, in either case, 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 hereby
agrees that, for the period of time during which the Notes are Outstanding, the Company will not violate Section 18(a)(1)(B) as
modified by Section 61(a)(2) of the Investment Company Act or any successor provisions thereto, whether or not the Company
is subject to such provisions of the Investment Company Act, and after giving effect to any exemptive relief granted to the Company
by the Commission, except that the Company may declare a cash dividend or distribution, notwithstanding the prohibition contained
in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions
thereto, but only up to such amount as is necessary in order for the Company to maintain its status as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986; provided, however, that the prohibition in this Section 1008
shall not apply until such time as the Company’s asset coverage has been below the minimum asset coverage required pursuant
to Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions
thereto (after giving effect to any exemptive relief granted to the Company by the Commission) for more than six (6) consecutive
months.”


 






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“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 the 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 applicable GAAP.”


 


ARTICLE V

REDEMPTION OF SECURITIES


 


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 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 by the Trustee, or by the Depository in the case of global Securities, in compliance with the
requirements of 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 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, 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 (which rules shall
be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), 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.”


 






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ARTICLE VI

REPAYMENT AT THE OPTION OF HOLDERS


 


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


 


“Section 1301.          Change of Control Repurchase Event.


 


If a Change
of Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company
shall make an offer to each Holder of Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples
of $1,000 principal amount) of that Holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal
amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase.
Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of
Control, but after the public announcement of the Change of Control, the Company shall mail a notice to each Holder describing
the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase
Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state
that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified
in the notice. The Company shall comply with the requirements of Rule 14e-1 promulgated under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase
of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations
conflict with this Section 1301, the Company shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under this Section 1301 by virtue of such conflict.


 


On the Change
of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company
Act, the Company will, to the extent lawful:


 


(a)            accept
for payment all Notes or portions of Notes properly tendered pursuant to its offer;


 


(b)            deposit
with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered;
and


 






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(c)            deliver
or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate
principal amount of Notes being purchased by the Company.


 


The Paying
Agent will promptly remit to each holder of Notes properly tendered the purchase price for the Notes from amounts deposited with
it by the Company, and upon receipt of a Company Order, the Trustee will promptly authenticate and mail (or cause to be transferred
by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided
that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.


 


If any Repayment
Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made
on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment.


 


The Company
will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes
an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made
by the Company set forth above and such third party purchases all Notes properly tendered and not withdrawn under its offer.”


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.01.          This
Second 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 Second 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 7.02.          In
case any provision in this Second 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 7.03.          This
Second 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 Second Supplemental Indenture and
of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and
delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf
transmission, email or other electronic means (including, without limitation, any .pdf file, .jpeg file, or any other electronic
or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National
Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes
any signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably
available at no undue burden or expense to the Trustee), except to the extent the Trustee requests otherwise, shall be valid, effective
and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly
delivered and to be their original signatures for all purposes. For the avoidance of doubt, all notices, approvals, consents, requests
and any communications hereunder or with respect to this Second 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 manually or by way of an electronic signature), in English.
The Company agrees to assume all risks arising out of the use of using electronic 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.


 






    13


     


    

 


Section 7.04.         The
Base Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and
the Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument with
respect to the Notes. All provisions included in this Second 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 Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions
of the Base Indenture, as supplemented by this Second Supplemental Indenture.


 


Section 7.05.         The
provisions of this Second Supplemental Indenture shall become effective as of the date hereof.


 


Section 7.06.         Notwithstanding
anything else to the contrary herein, the terms and provisions of this Second Supplemental Indenture shall apply only to the Notes
and shall not apply to any other series of Securities under the Indenture and this Second 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 7.07.         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 Second Supplemental Indenture,
the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Second
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
of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee
shall be applicable in respect of this Second Supplemental Indenture as fully and with like force and effect as though fully set
forth in full herein.


 






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


 	 	MONROE CAPITAL CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Theodore L. Koenig
	 	Name:	Theodore L. Koenig
	 	Title: 	 President & 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 Second 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.


 


Monroe Capital Corporation


 


	No.	$
	 	CUSIP No. 610335 AB7
	 	ISIN No. US610335AB74



 





4.75% Notes due 2026


 


Monroe Capital Corporation,
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 February 15, 2026, and to pay interest thereon from January 25,
2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15
and August 15 in each year, commencing August 15, 2021, at the rate of 4.75% 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 1 and August 1 (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, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and 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.


 






    Exhibit A – 1


     


    

 


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: Monroe Capital Corporation (4.75% Notes Due 2026) 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, if the holder of the Notes requests the Company to do so, the Company will
pay any amount that becomes due on the Notes by wire transfer of immediately available funds to an account at a bank in New York,
New York (upon not less than 15 Business Days’ notice prior to the time of payment); 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.




 






    Exhibit A – 2


     


    

 


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


 


Dated:


 


	 	MONROE CAPITAL CORPORATION
	 	 
	 	By:	                  
	 	Name:
	 	Title:



 


	Attest	 
	 	 
	By:	 	 
	Name:	 
	Title:	 



 









    Exhibit A – 3


     


    






 


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


 



    Exhibit A – 4


     


    




 


Monroe Capital Corporation


 


4.75% Notes due 2026


 


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 September 12, 2018 (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 Second Supplemental Indenture relating to the Securities, dated January 25, 2021, by
and between the Company and the Trustee (herein called the “Second Supplemental Indenture”; the Second Supplemental
Indenture and together with the Base Indenture, collectively are herein called the “Indenture”). In the event of any
conflict between the Base Indenture and the Second Supplemental Indenture, the Second 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 $130,000,000. Under
a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from
time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional
Securities”) having the same ranking and the same interest rate, maturity and other terms as the Securities; provided
that, if such Additional Securities are not fungible with the Securities (or any other tranche of Additional Securities for U.S.
federal income tax purposes), then such Additional Securities will have different CUSIP and ISIN numbers from the Securities (and
any such other tranche of Additional Securities). Any Additional Securities and the existing Securities will constitute a single
series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless
the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions.


 


The Securities of this
series are subject to redemption in whole or in part, at any time or from time to time, at the option of the Company, at a Redemption
Price per Security equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding,
the Redemption Date:


 


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


 


		(b)	the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to the Redemption Date) on the Securities to be redeemed, discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis
points;



 


provided, however, that
if the Company redeems any Securities on or after November 15, 2025, the Redemption Price for the Securities will be equal
to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding,
the Redemption Date.






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For purposes of calculating
the Redemption Price in connection with the redemption of the Securities, on any Redemption Date, the following terms have the
meanings set forth below:


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of the Securities being redeemed.


 


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


 


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


 


“Reference
Treasury Dealer” means each of any four primary U.S. government securities dealers selected by the Company.


 


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


 


“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity
of the Comparable Treasury Issue (computed as of the third business day immediately preceding the redemption), assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.


 


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.


 






    2


     


    

 


If the Company elects
to redeem only a portion of the Securities, the Trustee or, with respect to global Securities, the Depository will determine the
method for selecting the particular Securities to be redeemed, in accordance with Section 1.01 of the Second Supplemental
Indenture and Section 1103 of the 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.


 


Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities
called for redemption. Holders will have the right to require the Company to repurchase their Securities upon the occurrence of
a Change of Control Repurchase Event as set forth in the Indenture.


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing (other than Events of Default under Section 501(5) or
Section 501(6) of the Indenture), the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. If an Event of Default under Section 501(5) or Section 501(6) of
the Indenture occurs the entire principal amount of the Securities of this series will automatically become due and immediately
payable.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
security, indemnity, or both, reasonably satisfactory to the Trustee, against the costs, expenses (including the reasonable fees
and expenses of its counsel and agents) 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 minimum denominations of $2,000 and any integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange of Securities, but the Company or the 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 shall 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 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.


 


To the extent any provision
of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


The Indenture and this
Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.


 






    4