Exhibit 4.1


 





Execution
Version

 


 


 


 


FOURTH SUPPLEMENTAL INDENTURE


 


between


 


EAGLE POINT CREDIT COMPANY INC.


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC,


 


Trustee


 


Dated as of March 25, 2021


 




     


     


    




THIS FOURTH SUPPLEMENTAL INDENTURE
(this “Fourth Supplemental Indenture”), dated as of March 25, 2021, is between Eagle Point Credit Company Inc., a Delaware
corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust
company, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning
set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company and the
Trustee executed and delivered an Indenture, dated as of December 4, 2015 (the “Base Indenture” and, as supplemented by this
Fourth Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s
debt securities (the “Securities”) evidencing its unsecured indebtedness, to be issued in one or more series as provided in
the Base Indenture;


 


WHEREAS, the Company previously
entered into the First Supplemental Indenture, dated as of December 4, 2015 (the “First Supplemental Indenture”), a Second
Supplemental Indenture, dated as of August 8, 2017 (the “Second Supplemental Indenture”), and a Third Supplemental Indenture,
dated as of April 24, 2018 (the “Third Supplemental Indenture”), each of which amended and supplemented the Base Indenture.
The First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture are not applicable to the Series
2031 Notes (as defined below);


 


WHEREAS, the Company desires
to initially issue and sell up to $44,850,000 aggregate principal amount (including up to $5,850,000 aggregate principal amount pursuant
to the underwriters’ overallotment option) of the Company’s 6.75% notes due 2031 (the “Series 2031 Notes”);


 


WHEREAS, Sections 9.01(iv)
and 9.01(vi) 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 Base Indenture when
there is no Security Outstanding of any series created prior to the execution of a 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 Sections 2.01 and 3.01 of the Base
Indenture;


 


WHEREAS, the Company desires
to establish the form and terms of the Series 2031 Notes and to modify, alter, supplement and change certain provisions of the Base Indenture
for the benefit of the Holders of the Series 2031 Notes (except as may be provided in a future supplemental indenture to the Indenture
(each, a “Future Supplemental Indenture”)); and


 


WHEREAS, the Company has duly
authorized the execution and delivery of this Fourth Supplemental Indenture to provide for the issuance of the Series 2031 Notes and all
acts and things necessary to make this Fourth Supplemental Indenture a valid and legally binding obligation of the Company and to constitute
a valid agreement of the Company, in accordance with its terms, have been done and performed.


 




    	 	2	 



     


    

NOW, THEREFORE, THIS INDENTURE
WITNESSETH: For and in consideration of the premises and the purchase of the Series 2031 Notes by the Holders thereof, it is mutually
agreed, for the equal and proportionate benefit of all Holders of the Series 2031 Notes, as follows:


 


ARTICLE
I.

TERMS OF THE SERIES 2031 NOTES


 


Section 1.01.    
Terms of the Series 2031 Notes. The following terms relating to the Series 2031 Notes are hereby established:


 


(a)     
The Series 2031 Notes shall constitute a series of Securities having the title “6.75% Notes due 2031”.


 


(b)     
The aggregate principal amount of the Series 2031 Notes that may be initially authenticated and delivered under the Indenture
(except for Series 2031 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other
Series 2031 Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be up to $44,850,000 aggregate principal
amount (including up to $5,850,000 aggregate principal amount pursuant to the underwriters’ overallotment option). Under a Board
Resolution, Officer’s Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from time to
time, without the consent of the Holders of the Series 2031 Notes, issue additional Series 2031 Notes (in any such case, “Additional
Notes”) having the same ranking and the same interest rate, maturity and other terms as the Series 2031 Notes. Any Additional
Notes and the existing Series 2031 Notes shall constitute a single series under the Indenture and all references to the relevant Series
2031 Notes herein shall include the Additional Notes unless the context otherwise requires.


 


(c)     
The entire outstanding principal of the Series 2031 Notes shall be payable on March 31, 2031, unless earlier redeemed or repurchased
in accordance with the provisions of the Indenture.


 


(d)     
The rate at which the Series 2031 Notes shall bear interest shall be 6.75% per annum of the aggregate principal amount. The date
from which interest shall accrue on the Series 2031 Notes shall be March 25, 2021 or (including for any Additional Notes issued thereafter)
the most recent Interest Payment Date to which interest has been paid or provided for. The
Interest Payment Dates for the Series 2031 Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing June
30, 2021 (provided that if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment
shall be made on the next succeeding Business Day, and no additional interest shall accrue as a result of such delayed payment). The initial
interest period shall be the period from, and including, March 25, 2021 (or, for any Additional Notes issued thereafter, the most recent
Interest Payment Date to which interest has been paid or provided for) to, but excluding, the initial Interest Payment Date, and the subsequent
interest periods shall 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, shall be paid to the Person in whose name the Series 2031 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 of each year, commencing
June 15, 2021 (provided, that if a Regular Record Date falls on a day that is not a Business Day, then that Regular Record Date
shall be the next succeeding Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Series 2031
Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Payment of principal of (and premium, if any, on) the
Series 2031 Notes shall be made at the Corporate Trust Office of the Trustee in such coin or currency of the United States as at the time
of payment is legal tender for payment of public and private debts, and payment of interest shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security Register; provided, however, that at the option
of the Holder, payment of principal of (and premium, if any, on) and interest on the Series 2031 Notes may be made by wire transfer of
immediately available funds to an account at a bank in the United States as further set forth in Section 10.01 of the Indenture; provided,
further, however, that so long as the Series 2031 Notes are registered to Cede & Co., such payment shall be made by
wire transfer in accordance with the procedures established by The Depository Trust Company (“DTC”) and the Trustee.


 




    	 	3	 



     


    







(e)     
The Series 2031 Notes shall be initially issuable in global form (each such Series 2031 Note, a “Global Note”).
The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A
to this Fourth Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of outstanding Series 2031 Notes
as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Series 2031
Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Series 2031 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 principal amount of outstanding Series 2031 Notes represented thereby shall be
made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.


 


(f)      
The depositary for such Global Notes (the “Depositary”) shall be DTC. The Security Registrar with respect to
the Global Notes shall be the Trustee.


 


(g)     
The Series 2031 Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance
contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.08 through 10.12 of the Indenture.


 


(h)       
The Series 2031 Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:


 


(i)       
The Series 2031 Notes shall 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 29, 2024, at a Redemption Price equal to 100% of the outstanding aggregate principal amount thereof plus accrued and
unpaid interest otherwise payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.


 


(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 Series 2031 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 11.04 of the Base Indenture and the delivery of such shall be subject to the terms of the Indenture.


 




    	 	4	 



     


    




(iii)   
Any exercise of the Company’s option to redeem the Series 2031 Notes shall be done in compliance with the Investment Company Act.


 


(iv)     
If less than all of the Series 2031 Notes are to be redeemed at any time, the Trustee shall select the Series 2031 Notes to be
redeemed (1) if the Series 2031 Notes are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Series 2031 Notes are listed, (2) on a pro rata basis to the extent practicable or (3) by lot
or such similar method in accordance with the procedures of DTC.


 


(v)     
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue
on the Series 2031 Notes called for redemption hereunder.


 


(vi)     
The Series 2031 Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.


 


(i)       
The Series 2031 Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.


 


(j)       
Holders of the Series 2031 Notes shall not have the option to have the Series 2031 Notes repaid prior to March 31, 2031.


 


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 Series 2031 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 replacing the definition of “Business Day” in Section 1.01 thereof with the following:


 


“Business Day”
means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions in New York are authorized
or obligated by law or executive order to close.


 


Section 2.02.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 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 1.01 thereof in appropriate alphabetical sequence, as follows:


 


“Exchange Act”
means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated by the Commission thereunder and any
statute successor thereto, in each case as amended from time to time.


 




    	 	5	 



     


    







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


 


ARTICLE
III.

SECURITIES FORMS


 


Section 3.01.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 Notes but no
other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Two of the Base Indenture shall
be amended by adding the following new Section 2.04 thereto, as set forth below:


 


“Section 204. Certificated
Notes.”


 


Notwithstanding anything to
the contrary in the Indenture, Series 2031 Notes in physical, certificated form shall be issued and delivered to each person that the
Depositary identifies as a beneficial owner of the related Series 2031 Notes only if:


 


		(1)	the Depositary notifies the Company at any time that it is unwilling or unable to continue as depositary
for the Series 2031 Notes in global form and a successor depositary is not appointed within 90 days; or



 


		(2)	the Depositary ceases to be registered as a clearing agency under the Exchange Act, and a successor depositary
is not appointed within 90 days.”



 


ARTICLE
IV.

COVENANTS


 


Section 4.01.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 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 replacing Section 10.06 thereof in its entirety with the following:


 


“Section
10.06. [RESERVED]”


 


Section 4.02.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 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 replacing Section 10.07 thereof in its entirety with the following:


 


“Section 10.07. Waiver
of Certain Covenants.”


 


The Company may omit in any
particular instance to comply with any covenant or condition, as specified pursuant to Section 3.01(xv), for Securities of any series,
in any covenants of the Company added to Article Ten pursuant to Section 3.01(xiv) or Section 3.01(xv) in connection with the Securities
of a series, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of all Outstanding
Securities of such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant
or condition shall remain in full force and effect.”



 




    	 	6	 



     


    







Section 4.03.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 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 10.08 through 10.12 thereto, each as set forth below:


 


“Section 10.08. Closed-end
Fund.”


 


The Company hereby agrees,
that for the period of time during which Series 2031 Notes are Outstanding, the Company will remain a closed-end management investment
company for purposes of the Investment Company Act.”


 


“Section 10.09. Ranking.”


 


The Company hereby agrees,
that for the period of time during which Series 2031 Notes are Outstanding, the Company’s payment obligations under the Indenture
and the Series 2031 Notes shall at all times rank pari passu, without preference or priority, with all of the Company’s existing
and future unsecured indebtedness and senior to any preferred stock the Company may issue.”


 


“Section 10.10. Section
18(a)(1)(A) of the Investment Company Act.”


 


The Company hereby agrees
that for the period of time during which Series 2031 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 (as modified by the other provisions of Section 18 of the Investment Company Act)
as in effect from time to time or any successor provisions thereto, giving effect, in either case, to any exemptive relief granted to
the Company by the Commission.”


 


“Section 10.11. Section
18(a)(1)(B) of the Investment Company Act.”


 


The Company hereby agrees
that for the period of time during which Series 2031 Notes are Outstanding, the Company will not violate, whether or not it is subject
to, Section 18(a)(1)(B) of the Investment Company Act (as modified by the other provisions of Section 18 of the Investment Company Act),
as in effect from time to time or any successor provisions thereto, giving effect, in either case, to (i)
any exemptive relief granted to the Company by the Commission and (ii) no-action relief granted by the Commission to another closed-end
investment company (or to the Company if it determines to seek such similar no-action or other relief) permitting the closed-end investment
company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) of the Investment
Company Act in order to maintain the closed-end investment company’s status as a regulated investment company under Subchapter M
of the United States Internal Revenue Code of 1986, as amended.”


 




    	 	7	 



     


    







“Section 10.12. Commission
Reports and Reports to Holders.”


 


The Company hereby agrees
that 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 Series 2031 Notes and the Trustee for the period
of time during which the Series 2031 Notes are Outstanding: (i) within 60 days after the end of the each fiscal year of the Company, audited
annual consolidated financial statements of the Company and (ii) within 60 days after the end of the second fiscal quarter 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, as applicable.”


 


ARTICLE
V.

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 5.01.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 Notes but no
other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Fourteen of the Base Indenture
shall be amended by replacing Section 14.03 thereof in its entirety with the following:


 


“Section 14.03. Covenant
Defeasance.”


 


Upon the Company’s exercise
of the above option applicable to this Section with respect to any Securities of or within a series, if specified pursuant to Section
3.01, its obligations under any other covenant with respect to such Outstanding Securities on and after the date the conditions set forth
in Section 14.04 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to be
not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences
of any thereof) in connection with such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference
in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.01(iv) or 5.01(viii) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of such
Securities may not be accelerated because of an Event of Default solely
by reference to such Sections specified above in this Section 14.03.”


 




    	 	8	 



     


    







ARTICLE
VI.

MEETINGS OF HOLDERS OF SECURITIES


 


Section 6.01.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 Notes but no
other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 15.05 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
VII.

PAYMENT


 


Section 7.01.    
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2031 Notes but no
other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 10.01 of the Base Indenture shall
be amended by adding the following at the end of such Section:


 


“Alternatively,
at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the
Securities by wire transfer of immediately available funds to an account at a bank in the United States, on the date when such amount
is due and payable. To request payment by wire transfer, the registered Holder must give the Paying Agent appropriate transfer instructions
at least 15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Date, the
instructions must be given by the person who is the registered Holder on the relevant Regular Record Date. Any wire instructions, once
properly given, will remain in effect unless and until new instructions are given in accordance with this Section.”


 


ARTICLE
VIII.

MISCELLANEOUS


 


Section 8.01.    
This Fourth Supplemental Indenture and the Series 2031 Notes shall be governed by and construed in accordance with the laws
of the State of New York, without reference to its conflicts of law principles. This Fourth Supplemental Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be part of the Indenture and shall, to the extent applicable, be
governed by such provisions.


 


Section 8.02.    
In case any provision in this Fourth Supplemental Indenture or in the
Series 2031 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.


 




    	 	9	 



     


    







Section 8.03.    
This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same Fourth Supplemental Indenture. The exchange
of copies of this Fourth Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means
shall constitute effective execution and delivery of this Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto
transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.


 


Section 8.04.    
The Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is in all respects ratified and confirmed,
and the Base Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect
to the Series 2031 Notes. All provisions included in this Fourth Supplemental Indenture supersede any conflicting provisions included
in the Base Indenture with respect to the Series 2031 Notes, unless not permitted by law. The Trustee accepts the trusts created by the
Indenture, as supplemented by this Fourth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the
Base Indenture, as supplemented by this Fourth Supplemental Indenture.


 


Section 8.05.    
The provisions of this Fourth Supplemental Indenture shall become effective as of the date hereof.


 


Section 8.06.    
Notwithstanding anything else to the contrary herein, the terms and provisions of this Fourth Supplemental Indenture shall
apply only to the Series 2031 Notes and shall not apply to any other series of Securities under the Indenture and this Fourth Supplemental
Indenture shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of
Securities under the Indenture, whether now or hereafter issued and Outstanding.


 


Section 8.07.    
The recitals contained herein and in the Series 2031 Notes, except the Trustee’s certificate of authentication, shall
be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Fourth Supplemental Indenture, the Series 2031 Notes or any Additional Notes, except that the
Trustee represents that it is duly authorized to execute and deliver this Fourth Supplemental Indenture, authenticate the Series 2031
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 Series 2031 Notes or any Additional Notes or the proceeds thereof.


[Signature page follows]


 




    	 	10	 



     


    

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


 


Eagle Point Credit
Company Inc.


 


By:  /s/ Kenneth P. Onorio




Name: Kenneth P. Onorio

Title: Chief Financial Officer and Chief Operating Officer


 


American Stock Transfer
 & Trust Company LLC, Trustee


 


By:  /s/ Paul H. Kim 




Name: Paul H. Kim

Title: Assistant General Counsel





 


 


 


 


 


[Signature Page to Fourth Supplemental Indenture]


 




    	 	11	 



     


    




EXHIBIT A


 


[FORM OF GLOBAL NOTE]


 


THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER DEFINED 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 COMPANY 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.


 


Eagle Point Credit Company Inc.






	No. 	$






CUSIP
No. 269809 604


ISIN
No. US2698096045 


 


6.75% Notes due
2031


 


Eagle Point Credit Company
Inc., a Delaware corporation (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 March 31, 2031 (or the next succeeding Business Day, and no additional interest shall accrue as a result of such delayed payment),
and to pay interest thereon from or, thereafter, 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 of each year, commencing June 30, 2021 (provided, that if an
Interest Payment Date falls on a day that is not a Business Day in The City of New York, then the applicable interest payment shall be
made on the next succeeding Business Day, and no additional interest shall accrue as a result of such delayed payment), at the rate of
6.75% per annum of the principal amount, 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 shall, 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 of each year, commencing June 15, 2021 (provided
that if a Regular Record Date falls on a day that is not a Business Day in The City of New York, then that Regular Record Date shall be
the next succeeding Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall 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 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.


 




    	 	A-1	 



     


    







Payment of principal of (and
premium, if any, on) this Security shall be made at the Corporate Trust Office of the Trustee in such coin or currency of the United States
as at the time of payment is legal tender for payment of public and private debts, and payment of interest shall be made by check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, however, that at the option
of the Holder, payment of principal of (and premium, if any, on) and interest on this Security may be made by wire transfer of immediately
available funds to an account at a bank in the United States as further set forth in Section 10.01 of the Indenture; provided, further,
however, that so long as this Security is registered to Cede & Co., such payment shall be made by wire transfer in accordance with
the procedures established by DTC 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.


 




    	 	A-2	 



     


    

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


 


Eagle Point Credit
Company Inc.


 


By:                                          

Name: Kenneth P. Onorio

Title: Chief Financial Officer and Chief Operating Officer


 


Attest


 


By:                                             

Name: Courtney B. Fandrick

Title: Secretary, Eagle Point Credit Company Inc.

Date:


 




    	 	A-3	 



     


    

 


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


 


American Stock Transfer
 & Trust Company LLC, trustee


 


		By:	
____________________
	 	 	Authorized signatory

Dated:



 










    	 	A-4	 



     


    

Eagle Point Credit Company Inc.

6.75% Notes due 2031


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of December 4, 2015 (herein called the “Base Indenture”), between the Company and American
Stock Transfer & Trust Company, LLC, Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered, as supplemented by the Fourth Supplemental Indenture, dated as of March 25, 2021 (the
 “Fourth Supplemental Indenture” and, together with the Base Indenture, herein called the “Indenture”). In the
event of any conflict between the Base Indenture and the Fourth Supplemental Indenture, the Fourth Supplemental Indenture shall govern
and control.


 


This Security is one of the
series designated on the face hereof, initially limited in aggregate principal amount to $44,850,000. Under a Board Resolution, an Officer’s
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 shall 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 29, 2024
at a Redemption Price of 100% of the outstanding aggregate principal amount thereof plus accrued and unpaid interest payments otherwise
payable for the then-current quarterly interest period to, but excluding, the Redemption Date.


 


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 11.04 of the
Base Indenture.


 


Any exercise of the Company’s
option to redeem the Securities shall be done in compliance with the Investment Company Act.


 


If less than all of the Securities
are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Securities of such series to be redeemed
or purchased (1) if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Securities are listed, (2) on a pro rata basis to the extent practicable or (3) by lot or such
similar method in accordance with the procedures of DTC. 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 shall be
issued in the name of the Holder hereof upon the cancellation hereof.


 




    	 	A-5	 



     


    







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


 


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


 


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


 


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 (1) such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (2) 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, (3) such Holder offered the Trustee indemnity satisfactory to
the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (4) for sixty (60) days after
receipt of such notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and (5) 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. 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.


 




    	 	A-6	 



     


    

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, shall
be issued to the designated transferee or transferees.


 


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


 


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


 


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


 


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


 


To the extent any provision
in 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 reference to its conflicts of law principles.


 






    	 	A-7