Exhibit 4.2


 


FIRST SUPPLEMENTAL INDENTURE


 


between


 


OXFORD LANE CAPITAL CORP.


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee



 


Dated as of March 16, 2021


 





 



 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE (this
“First Supplemental Indenture”), dated as of March 16, 2021, is between Oxford Lane Capital Corp., a Maryland corporation
(the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms
used herein shall have the meaning set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY


 


The Company and the Trustee executed and
delivered an Indenture, dated as of March 16, 2021 (the “Base Indenture” and, as supplemented by this First 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 $87,000,000 aggregate principal amount (or up to $100,000,000 aggregate principal amount if the underwriters’ option to
purchase additional Securities is exercised in full) of the Company’s 6.75% Notes due 2031 (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”)).


 






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The Company has duly authorized the execution
and delivery of this First Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to
make this First 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 “6.75% Notes due 2031.” The Notes shall bear
a CUSIP number of 691543 706 and an ISIN number of US6915437064.


 


(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 $87,000,000 (or up to
$100,000,000 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 March 31, 2031.


 






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(d)       The
rate at which the Notes shall bear interest shall be 6.75% per annum (the “Applicable Interest Rate”). The date from
which interest shall accrue on the Notes shall be March 16, 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 March 31, June 30, September 30 and December 31 of
each year, commencing June 30, 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 March 16, 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 March 15, June 15, September
15 and December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal
of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at 111 Fillmore
Avenue, St. Paul, MN 55107, Attention: Oxford Lane Capital Corp. (6.75% Notes due 2031) and at such other address as designated
by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further,
however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance
with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the
basis of a 360-day year of twelve 30-day months.


 


(e)       The
Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit A to this First Supplemental Indenture. Each
Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent
the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall
be made by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.


 


(f)       The
depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The
Security Registrar with respect to the Global Notes shall be the Trustee.


 


(g)       The
Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section
1403 of the Base Indenture shall apply to the covenants contained in Sections 1007, 1008, and 1009 of the Indenture.


 


(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 March
16, 2024, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments
otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.


 






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(ii)       Notice
of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery,
to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date,
at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth
in Section 1104 of the Base Indenture.


 


(iii)       Any
exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent
applicable.


 


(iv)       If
the Company elects to redeem only a portion of the Notes, the Trustee or the Depositary, as applicable, will determine the method
for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture and the Investment Company
Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent
applicable.


 


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


 


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


 


(j)       The
Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.


 


(k)       Holders
of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.


 


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


 


ARTICLE II


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 2.01. Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by
adding the following defined terms to Section 101 in appropriate alphabetical sequence, as follows:


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and any statute successor thereto.”


 


“GAAP” means
generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting
Oversight Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are
in effect from time to time.”


 


“Investment Company Act”
means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to
the extent applicable, and any statute successor thereto.”


 






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Section 2.02. Except as
may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding, Section 104 of the Base Indenture shall be amended by
replacing clause (d) thereof with the following:


 


“(d) If the Company shall solicit
from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have
no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which date
shall be a date not earlier than the date 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.”


 


ARTICLE
III


THE
SECURITIES


 


Section 3.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 305 of the Base Indenture shall be amended by replacing
the first paragraph thereof with the following:


 


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


 






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


 


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


 


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


 


Section 3.03    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 306 of the Base Indenture shall be amended by replacing
the fourth paragraph thereof with the following:


 


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


 






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ARTICLE
IV


SATISFACTION
AND DISCHARGE


 


Section 4.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Four of the Base Indenture shall be amended by replacing
Section 402 with the following:


 


“Section 402. Application of Trust
Funds.


 


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


 


ARTICLE
V


REMEDIES


 


Section 5.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 502 of the Base Indenture shall be amended by replacing
clause (1)(D) thereof with the following:


 


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


 


Section 5.02    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 507 of the Base Indenture shall be amended by replacing
clause (3) thereof with the following:


 


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


 






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ARTICLE
VI


THE
TRUSTEE


 


Section 6.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Six of the Base Indenture shall be amended by replacing
Sections 601 and 602 with the following:


 


“Section
601. Notice of Defaults.


 


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


 


Section
602. Certain Rights and Duties of Trustee.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(7)       The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture
at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall
have offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities
(including the reasonable fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request
or direction.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 6.02    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 606 of the Base Indenture shall be amended by replacing
clauses (2) and (3) thereof with the following:


 


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


 






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


 


ARTICLE
VII


Holders’
lists and reports by trustee and company


 


Section 7.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 704 of the Base Indenture shall be amended by replacing
the final paragraph thereof with the following:


 


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


 


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


 






    12


     


    

 


ARTICLE
VIII


COVENANTs


 


Section 8.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the
following new Sections 1007, 1008, and 1009 thereto, each as set forth below:


 


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


 


The Company hereby agrees that for the period
of time during which Notes are Outstanding, the Company will not violate (whether or not it is subject to) Section 18(a)(1)(A)
of the Investment Company Act or any successor provisions thereto of the Investment Company Act, 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 agrees that for the period of
time during which the Notes are outstanding, the Company will not declare any dividend (except a dividend payable in our stock),
or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless,
in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the
Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B)
of the Investment Company Act, or any successor provision 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 Commission no-action relief granted by the Commission to another
closed-end management investment company (or to the Company if the Company determines to seek such similar no-action or other relief)
permitting such company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B),
or any successor provision thereto, as such obligation may be amended or superseded, in order to maintain such company’s
status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.”


 


“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, as made applicable to the Company by Sections 30(a)
and 30(b) of the Investment Company Act, to file any periodic reports with the Commission, the Company agrees to furnish to the
Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end
of the each fiscal year of the Company, audited annual consolidated financial statements of the Company and (ii) within 90 days
after the end of each semi-annual reporting period of the Company, unaudited interim consolidated financial statements of the Company.
All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”


 






    13


     


    

 


ARTICLE
IX


Redemption
of securities


 


Section 9.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Eleven of the Base Indenture shall be amended by replacing
Section 1102 with the following:


 


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


 


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


 


Section 9.02    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 1103 of the Base Indenture shall be amended by replacing
the first paragraph thereof with the following:


 


“If less than all the Securities of
any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee or, with respect to global Securities, DTC, from the Outstanding
Securities of such series issued on such date with the same terms not previously called for redemption, in compliance with the
requirements of DTC and with the requirements of the principal national securities exchange
on which the Securities are listed (if the Securities are listed on any national securities exchange), or if the Securities are
not held through DTC or listed on any national securities exchange, or DTC prescribed no method of selection, on a pro rata
basis, or by such method as the Trustee shall deem fair and appropriate and subject to and otherwise in accordance with
the procedures of the applicable Depository; provided that such method complies with the rules of any national securities
exchange or quotation system on which the Securities are listed, and may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount
of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series; provided,
however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to
less than the minimum authorized denomination for Securities of such series.”


 






    14


     


    

 


Section 9.03    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Eleven of the Base Indenture shall be amended by replacing
Section 1107 with the following:


 


“Section 1107. Securities Redeemed
in Part.


 


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


 


ARTICLE
X


Redemption
of securities


 


Section 10.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Eleven of the Base Indenture shall be amended by replacing
Section 1302 with the following:


 


“Section 1302. Repayment of Securities.


 


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


 






    15


     


    

 


ARTICLE
XI


MEETINGS
OF HOLDERS OF SECURITIES


 


Section 11.01    Except as may be
provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing
clause (c) thereof with the following:


 


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


 


ARTICLE
XII

MISCELLANEOUS


 


Section 12.01    This First 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 First 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 12.02    In case any provision
in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 12.03    This First 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 First Supplemental Indenture. The exchange of copies of this First Supplemental Indenture and of signature pages
by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this First
Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or
other electronic means shall be deemed to be their original signatures for all purposes.


 


Section 12.04    The Base Indenture,
as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture
and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes.
All provisions included in this First 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 First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented
by this First Supplemental Indenture.


 






    16


     


    

 


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


 


Section 12.06    Notwithstanding
anything else to the contrary herein, the terms and provisions of this First Supplemental Indenture shall apply only to the Notes
and shall not apply to any other series of Securities under the Indenture and this First Supplemental Indenture shall not and does
not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the
Indenture, whether now or hereafter issued and Outstanding.


 


Section 12.07    The recitals contained
herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture, the Notes or any Additional
Notes, except that the Trustee represents that it is duly authorized to execute and deliver this First 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.


 


Section 12.08     For the avoidance
of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to this First Supplemental
Indenture must be in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that
is signed by hand, by facsimile, or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature
provider as specified in writing to the Trustee by the authorized representative), in English). The Company agrees to assume all
risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee, including, without
limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.




    17


     


    

 


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


 


	 	
        OXFORD LANE CAPITAL CORP.

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


 


[Signature page to First Supplemental
Indenture]


 




    18


     


    

 


Exhibit A – Form of Global
Note 


 


This Security is a Global Note within the meaning of the
Indenture hereinafter referred to and is registered in the name of The Depository Trust Company or a nominee thereof. This Security
may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than The Depository Trust Company or a nominee thereof, except in the limited circumstances
described in the Indenture.


 


Unless this certificate is presented by an authorized representative
of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment and such certificate
issued in exchange for this certificate is registered in the name of Cede & Co., or such other name as requested by an authorized
representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or to any person
is wrongful, as the registered owner hereof, Cede & Co., has an interest herein.


 


Oxford Lane Capital Corp.


 


	No. 1	$87,000,000
	 	CUSIP No. 691543 706
	 	ISIN No. US6915437064


   


6.75% Notes due 2031


 


Oxford Lane Capital Corp., a corporation
duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of EIGHTY SEVEN MILLION DOLLARS AND ZERO CENTS (U.S. $87,000,000) on March 31, 2031 and to pay interest
thereon from March 16, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
quarterly on March 31, June 30, September 30 and December 31 in each year, commencing June 30, 2021, at the rate of 6.75% 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 March 15, June 15, September 15 and December
15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.


 






     


     


    


 


Payment of the principal of (and premium,
if any, on) and any such interest on this Security will be made at the office of the Trustee located at 111 Fillmore Avenue, St.
Paul, MN 55107, Attention: Oxford Lane Capital Corp. (6.75% Notes due 2031) and at such other address as designated by the Trustee,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however,
that so long as this Security is registered to Cede & Co., such payment will be made by wire transfer in accordance with the
procedures established by The Depository Trust Company and the Trustee.


 


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


 


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


 




     


     


    


 


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


 


Dated: March 16, 2021


 


	 	
        OXFORD LANE CAPITAL CORP.

	 	 
	 	By:	               
	 	 	Name:
	 	 	Title:


 


	Attest	 
	 	 	 
	By:	                	 
	 	Name:	 
	 	Title:	 



 


[Global Note – First Supplemental
Indenture]


 




     


     


    


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated: March 16, 2021


 


	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee
	 	 
	 	By:	                      
	 	 	Authorized Signatory



 


[Global Note – First Supplemental Indenture]


 




     


     


    


 


Oxford Lane Capital Corp.

6.75% Notes due 2031


 


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 March 16, 2021 (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 First Supplemental Indenture relating to the Securities, dated March 16, 2021, by and between
the Company and the Trustee (herein called the “First Supplemental Indenture”; the First Supplemental Indenture and
the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture
and the First Supplemental Indenture, the First 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 $87,000,000 (or up to $100,000,000 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 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 March 16, 2024, at
a redemption price per security equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments
otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.


 


Notice of redemption shall be given in writing
and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities
to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address
appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base
Indenture.


 


Any exercise of the Company’s option
to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable.


 






     


     


    

 


If the Company elects to redeem only a portion
of the Securities, the Trustee or the Depositary, as applicable, will determine the method for selecting the particular Securities
to be redeemed, in accordance with their standard operating procedures, the Investment Company Act, and the rules of any national
securities exchange or quotation system on which the Securities are listed, in each case to the extent applicable. In the event
of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


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


 


Holders of Securities do not have the option
to have the Securities repaid prior to March 31, 2031.


 


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


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


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


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, security, or both reasonably
satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the
Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt
of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.


 






     


     


    

 


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


 


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


 


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


 


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


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of the Company, the Trustee, or
the Security Registrar may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and none of the Company, the Trustee, the Security Registrar or any agent thereof shall be affected
by notice to the contrary.


 


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


 


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


 


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