EX-4.1





 Exhibit 4.1 

GLADSTONE INVESTMENT CORPORATION, 

Issuer 
 AND 

UMB BANK, NATIONAL ASSOCIATION, 

Trustee 
  

 
 INDENTURE 

Dated as of May 22, 2020 
  

 
 Senior Debt Securities 












 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	PAGE	 
	 ARTICLE 1 DEFINITIONS
	  	 	1	 
				
		 	 Section 1.01
	  	 Definitions of Terms
	  	 	1	 
		
	 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF
SECURITIES
	  	 	4	 
				
		 	 Section 2.01
	  	 Designation and Terms of Securities
	  	 	4	 
				
		 	 Section 2.02
	  	 Form of Securities and Trustee’s Certificate
	  	 	6	 
				
		 	 Section 2.03
	  	 Denominations: Provisions for Payment
	  	 	6	 
				
		 	 Section 2.04
	  	 Execution and Authentications
	  	 	8	 
				
		 	 Section 2.05
	  	 Registration of Transfer and Exchange
	  	 	8	 
				
		 	 Section 2.06
	  	 Temporary Securities
	  	 	9	 
				
		 	 Section 2.07
	  	 Mutilated, Destroyed, Lost or Stolen Securities
	  	 	9	 
				
		 	 Section 2.08
	  	 Cancellation
	  	 	10	 
				
		 	 Section 2.09
	  	 Benefits of Indenture
	  	 	10	 
				
		 	 Section 2.10
	  	 Authenticating Agent
	  	 	10	 
				
		 	 Section 2.11
	  	 Global Securities
	  	 	11	 
				
		 	 Section 2.12
	  	 Book-Entry Registration for Uncertificated Securities
	  	 	11	 
		
	 ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	  	 	12	 
				
		 	 Section 3.01
	  	 Redemption
	  	 	12	 
				
		 	 Section 3.02
	  	 Notice of Redemption
	  	 	12	 
				
		 	 Section 3.03
	  	 Payment Upon Redemption
	  	 	13	 
				
		 	 Section 3.04
	  	 Sinking Fund
	  	 	13	 
				
		 	 Section 3.05
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	 	13	 
				
		 	 Section 3.06
	  	 Redemption of Securities for Sinking Fund
	  	 	13	 
		
	 ARTICLE 4 COVENANTS
	  	 	14	 
				
		 	 Section 4.01
	  	 Payment of Principal, Premium and Interest
	  	 	14	 
				
		 	 Section 4.02
	  	 Maintenance of Office or Agency
	  	 	14	 
				
		 	 Section 4.03
	  	 Paying Agents
	  	 	14	 
				
		 	 Section 4.04
	  	 Appointment to Fill Vacancy in Office of Trustee
	  	 	15	 
				
		 	 Section 4.05
	  	 Compliance with Consolidation Provisions
	  	 	15	 
		
	 ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
TRUSTEE
	  	 	15	 
				
		 	 Section 5.01
	  	 Company to Furnish Trustee Names and Addresses of Securityholders
	  	 	15	 
				
		 	 Section 5.02
	  	 Preservation Of Information; Communications With Securityholders
	  	 	15	 
				
		 	 Section 5.03
	  	 Reports by the Company
	  	 	16	 
				
		 	 Section 5.04
	  	 Reports by the Trustee
	  	 	16	 


  
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 TABLE OF CONTENTS 

(CONTINUED) 
  


									
	 	 	 	  	 	  	PAGE	 
	 ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	  	 	16	 
				
		 	 Section 6.01
	  	 Events of Default
	  	 	16	 
				
		 	 Section 6.02
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	18	 
				
		 	 Section 6.03
	  	 Application of Moneys Collected
	  	 	19	 
				
		 	 Section 6.04
	  	 Limitation on Suits
	  	 	19	 
				
		 	 Section 6.05
	  	 Rights and Remedies Cumulative; Delay or Omission Not Waiver
	  	 	20	 
				
		 	 Section 6.06
	  	 Control by Securityholders
	  	 	20	 
				
		 	 Section 6.07
	  	 Undertaking to Pay Costs
	  	 	20	 
		
	 ARTICLE 7 CONCERNING THE TRUSTEE
	  	 	21	 
				
		 	 Section 7.01
	  	 Certain Duties and Responsibilities of Trustee
	  	 	21	 
				
		 	 Section 7.02
	  	 Certain Rights of Trustee
	  	 	22	 
				
		 	 Section 7.03
	  	 Trustee Not Responsible for Recitals or Issuance or Securities
	  	 	22	 
				
		 	 Section 7.04
	  	 May Hold Securities
	  	 	23	 
				
		 	 Section 7.05
	  	 Moneys Held in Trust
	  	 	23	 
				
		 	 Section 7.06
	  	 Compensation and Reimbursement
	  	 	23	 
				
		 	 Section 7.07
	  	 Reliance on Officers’ Certificate
	  	 	23	 
				
		 	 Section 7.08
	  	 Disqualification; Conflicting Interests
	  	 	24	 
				
		 	 Section 7.09
	  	 Corporate Trustee Required; Eligibility
	  	 	24	 
				
		 	 Section 7.10
	  	 Resignation and Removal; Appointment of Successor
	  	 	24	 
				
		 	 Section 7.11
	  	 Acceptance of Appointment By Successor
	  	 	25	 
				
		 	 Section 7.12
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	 	26	 
				
		 	 Section 7.13
	  	 Preferential Collection of Claims Against the Company
	  	 	26	 
				
		 	 Section 7.14
	  	 Notice of Default
	  	 	26	 
		
	 ARTICLE 8 CONCERNING THE SECURITYHOLDERS
	  	 	26	 
				
		 	 Section 8.01
	  	 Evidence of Action by Securityholders
	  	 	26	 
				
		 	 Section 8.02
	  	 Proof of Execution by Securityholders
	  	 	27	 
				
		 	 Section 8.03
	  	 Who May be Deemed Owners
	  	 	27	 
				
		 	 Section 8.04
	  	 Certain Securities Owned by Company Disregarded
	  	 	27	 
				
		 	 Section 8.05
	  	 Actions Binding on Future Securityholders
	  	 	28	 
		
	 ARTICLE 9 SUPPLEMENTAL INDENTURES
	  	 	28	 
				
		 	 Section 9.01
	  	 Supplemental Indentures Without the Consent of Securityholders
	  	 	28	 
				
		 	 Section 9.02
	  	 Supplemental Indentures With Consent of Securityholders
	  	 	29	 
				
		 	 Section 9.03
	  	 Effect of Supplemental Indentures
	  	 	30	 
				
		 	 Section 9.04
	  	 Securities Affected by Supplemental Indentures
	  	 	30	 
				
		 	 Section 9.05
	  	 Execution of Supplemental Indentures
	  	 	30	 
		
	 ARTICLE 10 SUCCESSOR ENTITY
	  	 	31	 
				
		 	 Section 10.01
	  	 Company May Consolidate, Etc.
	  	 	31	 
				
		 	 Section 10.02
	  	 Successor Entity Substituted
	  	 	31	 


  
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 TABLE OF CONTENTS 

(CONTINUED) 
  


									
	 	 	 	  	 	  	PAGE	 
	 ARTICLE 11 SATISFACTION AND DISCHARGE
	  	 	31	 
				
		 	 Section 11.01
	  	 Satisfaction and Discharge of Indenture
	  	 	31	 
				
		 	 Section 11.02
	  	 [Intentionally omitted.]
	  	 	32	 
				
		 	 Section 11.03
	  	 Deposited Moneys to be Held in Trust
	  	 	32	 
				
		 	 Section 11.04
	  	 Payment of Moneys Held by Paying Agents
	  	 	32	 
				
		 	 Section 11.05
	  	 Repayment to Company
	  	 	32	 
		
	 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	  	 	33	 
				
		 	 Section 12.01
	  	 No Recourse
	  	 	33	 
		
	 ARTICLE 13 MISCELLANEOUS PROVISIONS
	  	 	33	 
				
		 	 Section 13.01
	  	 Effect on Successors and Assigns
	  	 	33	 
				
		 	 Section 13.02
	  	 Actions by Successor
	  	 	33	 
				
		 	 Section 13.03
	  	 Surrender of Company Powers
	  	 	33	 
				
		 	 Section 13.04
	  	 Notices
	  	 	33	 
				
		 	 Section 13.05
	  	 Governing Law
	  	 	34	 
				
		 	 Section 13.06
	  	 Treatment of Securities as Debt
	  	 	34	 
				
		 	 Section 13.07
	  	 Certificates and Opinions as to Conditions Precedent
	  	 	34	 
				
		 	 Section 13.08
	  	 Payments on Business Days
	  	 	34	 
				
		 	 Section 13.09
	  	 Conflict with Trust Indenture Act
	  	 	34	 
				
		 	 Section 13.10
	  	 Counterparts
	  	 	34	 
				
		 	 Section 13.11
	  	 Separability
	  	 	35	 
				
		 	 Section 13.12
	  	 Compliance Certificates
	  	 	35	 
				
		 	 Section 13.13
	  	 Electronic Transactions
	  	 	35	 
		
	 ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE
	  	 	35	 
				
		 	 Section 14.01
	  	 Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	35	 
				
		 	 Section 14.02
	  	 Defeasance and Discharge
	  	 	35	 
				
		 	 Section 14.03
	  	 Covenant Defeasance
	  	 
	36
	 

				
		 	 Section 14.04
	  	 Conditions to Defeasance or Covenant Defeasance
	  	 	36	 

  
  

	(1)	 This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the
interpretation of any of its terms or provisions. 



  
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 INDENTURE 

INDENTURE, dated as of May 22, 2020, among GLADSTONE INVESTMENT
CORPORATION, a Delaware corporation (the “Company”), and UMB BANK, NATIONAL ASSOCIATION, as trustee (the
“Trustee”): 
 WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as
in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee; 

WHEREAS, to provide the terms and conditions upon which the Securities are to be authenticated, issued
and delivered, the Company has duly authorized the execution of this Indenture; and 
 WHEREAS, all
things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the
holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders of Securities: 

ARTICLE 1 
 DEFINITIONS

 Section 1.01    Definitions of Terms. 

The terms defined in this Section (except as in this Indenture or any indenture supplemental hereto otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural as well as the singular. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or any indenture supplemental hereto otherwise expressly provided or
unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this instrument. 

“Act”, when used with respect to any Holder of a Note, has the meaning specified in Section 8.01 of the
Indenture.” 
 “Authenticating Agent” means an authenticating agent with respect to all or any of the series of
Securities appointed by the Trustee pursuant to Section 2.10. 
 “Bankruptcy Law” means Title 11, U.S. Code, or
any similar federal or state law for the relief of debtors. 
 “Board of Directors” means the Board of Directors of
the Company or any duly authorized committee of such Board. 
 “Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification. 

“Business Day” means, with respect to any series of Securities, any day other than a day on which federal or state
banking institutions in the Borough of Manhattan, the City of New York, or in the city of the Corporate Trust Office of the Trustee, are authorized or obligated by law, executive order or regulation to close. 

“Company” means Gladstone Investment Corporation, a corporation duly organized and existing under the laws of the
State of Delaware, and, subject to the provisions of Article Ten, shall also include its successors and assigns. 

  
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 “Company Order” means, a written request or order signed in the name
of the Company by the Chief Executive Officer, President or a Vice President of the Company, and by the Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer, Secretary or an Assistant Secretary of the Company, and delivered to
the Trustee. 
 “Corporate Trust Office” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof for purposes of presentment of Securities for transfer, exchange or surrender only is located at 928 Grand Boulevard, 12th Floor, Kansas City, Missouri 64106, Attention:
Gladstone Investment Corporation, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and the Company).” 
 “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 “Default” means
any event that is, or after notice or passage of time or both would be, an Event of Default. 
 “Defaulted Interest”
has the meaning set forth in Section 2.03. 
 “Depositary” means, with respect to Securities of any series for
which the Company shall determine that such Securities will be issued as a Global Security, DTC, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable statute or regulation, which, in
each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11. 
 “DTC” means The
Depository Trust Company, New York, New York. 
 “Event of Default” means, with respect to Securities of a
particular series, any event specified in Section 6.01, continued for the period of time, if any, therein designated. 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules, regulations and
interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto. 
 “Global
Security” means a Security issued to evidence all or a part of any series of Securities which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction,
all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. 
 “Governmental
Obligations” means securities that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America that, in either case, are not callable or redeemable at the
option of the issuer thereof at any time prior to the stated maturity of the Securities, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt. 
 “herein”, “hereof” and
“hereunder”, and other words of similar import, refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into in accordance with the terms hereof and shall include the terms of particular series of Securities established as contemplated by Section 2.01. 

  
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 “Interest Payment Date”, when used with respect to any installment
of interest on a Security of a particular series, means the date specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment of interest with
respect to Securities of that series is due and payable. 
 “Officer” means, with respect to the Company, the
chairman of the Board of Directors, a chief executive officer, a president, a chief financial officer, a chief operating officer, any executive vice president, any senior vice president, any vice president, the treasurer or any assistant treasurer,
the controller or any assistant controller or the secretary or any assistant secretary. 
 “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer (or, in each case, any permitted designee of such Person as may be identified as
such in a writing delivered to the Trustee from time to time), and by any President, the Treasurer, or the Secretary of the Company and delivered to the Trustee. 

“Opinion of Counsel” means an opinion in writing subject to customary exceptions of legal counsel, who may be an
employee of or counsel for the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07, if and to the extent required by the provisions thereof.

 “Outstanding”, when used when used with reference to Securities of any series, means, subject to the provisions
of Section 8.04, as of any particular time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore canceled by the Trustee (if it is the paying agent and
Security Registrar) or any paying agent, or delivered to the Trustee (if it is the paying agent and Security Registrar) or any paying agent for cancellation or that have previously been canceled; (b) Securities or portions thereof for the
payment or redemption of which moneys or Governmental Obligations in the necessary amount shall have been deposited in trust with the Trustee (if it is the paying agent and Security Registrar) or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as provided in Article Three, or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07. 
 “Person” means any individual,
corporation, partnership, joint venture, joint-stock company, limited liability company, association, trust, unincorporated organization, any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof. 
 “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security
shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. 
 “Responsible Officer” when
used with respect to the Trustee means the chairman of its board of directors, the chief executive officer, the president, any vice president, the secretary, the treasurer, any trust officer, any corporate trust officer or any other officer or
assistant officer of the Trustee customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with the particular subject. 
 “Securities” has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered under this Indenture.” 

“Securityholder”, “holder of Securities”, “Holder”
“registered holder”, or other similar term, means the Person or Persons in whose name or names a particular Security is registered on the Security Register kept for that purpose in accordance with the terms of this Indenture.


  
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 “Security Register” and “Security Registrar”
shall have the meanings as set forth in Section 2.05. The Trustee shall be the initial Security Registrar. 
 “special
record date” for the payment of any Defaulted Interest on the Securities means a date fixed by the Trustee pursuant to Section 2.03 of the Base Indenture. 

“Stated Maturity” means, when used with respect to any Note or any installment of principal thereof or interest
thereon, the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. 

“Subsidiary” means, with respect to any Person, (i) any corporation or company a majority of whose capital stock
with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such Person and one or
more subsidiaries of such Person; (ii) a partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general partner of such partnership; or (iii) any partnership, limited liability company or other
Person in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination, have (x) at least a majority ownership interest or (y) the power to
elect or appoint or direct the election or appointment of the managing partner or member of such Person or, if applicable, a majority of the directors or other governing body of such Person. 

“Trustee” means UMB Bank, National Association, and, subject to the provisions of Article Seven of the Base Indenture,
its successors and assigns under the Indenture and, if at any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee” as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series. 
 “Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended. 
 “Voting Stock”, as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the occurrence of a contingency. 
 ARTICLE 2 

ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 

Section 2.01    Designation and Terms of Securities. 

(a)    The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by the Company pursuant to a Board Resolution and pursuant to one or more indentures
supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, and established in one or more indentures supplemental
hereto: 
 (1)    the title of the Securities of the series (which shall distinguish the Securities of that
series from all other Securities); 
 (2)    any limit upon the aggregate principal amount of the Securities of
that series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series); 

(3)    the date or dates on which the principal of the Securities of the series is payable; 

(4)    if the price (expressed as a percentage of the aggregate principal amount thereof) at which such Securities
will be issued is a price other than the principal amount thereof, the portion of the principal 

  
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amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such Securities that is convertible into another security
or the method by which any such portion shall be determined; 
 (5)    the rate or rates at which the Securities
of the series shall bear interest or the manner of calculation of such rate or rates, if any; 
 (6)    the date
or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or the manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination of
holders to whom interest is payable on any such Interest Payment Dates or the manner of determination of such record dates; 

(7)    the right, if any, to extend the interest payment periods and the duration of such extension; 

(8)    the period or periods within which, the price or prices at which and the terms and conditions upon which
Securities of the series may be redeemed, converted or exchanged, in whole or in part; 
 (9)    the obligation,
if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund, mandatory redemption, or analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations) or at the option
of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(10)    the form of the Securities of the series including the form of the Certificate of Authentication for such
series; 
 (11)    if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, the denominations in which the Securities of the series shall be issuable; 
 (12)    any and all other
terms (including terms, to the extent applicable, relating to any auction or remarketing of the Securities of that series and any security for the obligations of the Company with respect to such Securities) with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture, as amended by any supplemental indenture) including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of
Securities of that series; 
 (13)    whether the Securities of the series shall be issued in whole or in part
in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or
Securities; 
 (14)    whether the Securities will be convertible into or exchangeable for shares of common
stock, preferred stock or other securities of the Company or any other Person and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how
it will be calculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion or exchange features, and the applicable conversion or exchange period; 

(15)    if other than the full principal amount thereof, the portion of the principal amount of Securities of the
series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; 

(16)    any additional or alternative events of default; 

(17)    additional or alternative covenants (which may include, among other restrictions, restrictions on the
Company’s ability or the ability of the Company’s Subsidiaries to: incur additional 

  
 5 













 
indebtedness; issue additional securities; create liens; pay dividends or make distributions in respect of the capital stock of the Company or the Company’s Subsidiaries; redeem capital
stock; place restrictions on the Company’s Subsidiaries’ ability to pay dividends, make distributions or transfer assets; make investments or other restricted payments; sell or otherwise dispose of assets; enter into sale-leaseback
transactions; engage in transactions with stockholders or affiliates; issue or sell stock of the Company’s Subsidiaries; or effect a consolidation or merger) or financial covenants (which may include, among other financial covenants, financial
covenants that require the Company and its Subsidiaries to maintain specified interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios) provided for with respect to the Securities of the series; 

(18)    whether interest will be payable in cash or additional Securities at the Company’s or the
Securityholders’ option and the terms and conditions upon which the election may be made; 
 (19)    the
terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the Securities of the series to any Securityholder that is not a “United States person” for
federal tax purposes; 
 (20)    additional or alternative provisions, if any, related to defeasance and
discharge of the offered Securities; 
 (21)    the applicability of any guarantees; 

(22)    any restrictions on transfer, sale or assignment of the Securities of the series; and 

(23)    any other terms of the series. 

All Securities of any one series shall be substantially identical except as may otherwise be provided in or pursuant to any indentures
supplemental hereto. 
 If any of the terms of the series are authorized pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of the Company and the supplemental indenture
setting forth the terms of the series. The Trustee shall have no obligation to review any Board Resolution and may conclusively rely upon the supplemental indenture in determines the terms of any series of Securities. 

Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different redemption dates.” 

Section 2.02    Form of Securities and Trustee’s Certificate. 

The Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto, and set forth in an Officers’ Certificate, and they may have such letters, numbers or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which Securities of that series may be listed, or to conform to usage. 

Section 2.03    Denominations: Provisions for Payment. 

The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(a)(10). The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption 

  
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thereof prior to maturity, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose in Kansas City, Missouri. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed
of twelve 30-day months. 
 The interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and
prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.03. 

Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of
the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below: 
 (1)    The Company may
make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted
Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register (as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date. 

(2)    The Company may make payment of any Defaulted Interest on any Securities in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Unless otherwise set forth in a Board Resolution or one
or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities and any Interest
Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or
not such date is a Business Day. 
 Subject to the foregoing provisions of this Section, each Security of a series delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 

  
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 Section 2.04    Execution and Authentications. 

The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile
signature. 
 The Company may use the facsimile signature of any Person who shall have been an Officer, notwithstanding the fact that at the
time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication by the Trustee. 
 A Security shall not be valid until authenticated
manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written
order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. 

In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating (i) that the form and terms thereof have been established in conformity with the provisions of this
Indenture, any applicable SEC requirements and other applicable U.S. federal laws and regulations, (ii) all conditions precedent to the issuance of such Securities have been satisfied, and the (iii) the Securities, when issued by the
Company and if applicable, authenticated by the Trustee will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer,
reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law). 

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. 

Section 2.05    Registration of Transfer and Exchange. 

(a)    Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company
designated for such purpose in Kansas City, Missouri, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or
Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. 

(b)    The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Kansas
City, Missouri, or such other location designated by the Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the
Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The initial Security Registrar shall be the Trustee. The registrar for the purpose of registering
Securities and transfer of Securities (the “Security Registrar”) shall initially be the Trustee. Any successor Security Registrar shall be appointed as authorized by Board Resolution. 

  
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 Upon surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for
a like aggregate principal amount. 
 All Securities presented or surrendered for exchange or registration of transfer, as provided in this
Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney in writing. 
 (c)    Except as provided pursuant to
Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate and one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities,
or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.03(b) and Section 9.04 not involving any transfer. 
 (d)    The Company shall not be
required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the
same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such
Securities being redeemed in part. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. The Trustee shall not be responsible for any acts or omissions of a Depositary or for any
Depositary records of beneficial ownership interests or for any transactions between the Depositary and beneficial owners. 

Section 2.06    Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Company may execute, and, upon receipt of written order of the Company, the
Trustee shall authenticate and deliver, temporary Securities (printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive Securities in lieu of which they are
issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and
thereupon any or all temporary Securities of such series may be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the purpose in Kansas City, Missouri, and the Trustee shall
authenticate and such office or agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless the Company advises the Trustee to the effect that definitive
Securities need not be executed and furnished until further notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder. 
 Section 2.07    Mutilated, Destroyed, Lost or Stolen Securities.

 In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon receipt of a written order of the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon
the issuance of any 

  
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substituted Security, the Company 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) connected therewith. 
 In case any Security that has matured or is about to mature shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such
payment shall furnish to the Company and the Trustee such security or indemnity as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Security and of the ownership thereof. 
 Every replacement Security issued pursuant to the provisions of this Section
shall constitute an additional contractual obligation of the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect
to the replacement or payment of negotiable instruments or other securities without their surrender. 

Section 2.08    Cancellation. 

All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or
any paying agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by any of the provisions of this
Indenture. On request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence of such request the Trustee may dispose of canceled Securities in accordance with
its standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the Trustee for cancellation. 

Section 2.09    Benefits of Indenture. 

Nothing in this Indenture or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties
hereto and the holders of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the
sole benefit of the parties hereto and of the holders of the Securities. 
 Section 2.10    Authenticating
Agent. 
 So long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such
series of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption
thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of
Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most
recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business
and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. 

  
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 Any Authenticating Agent may at any time resign by giving written notice of resignation to
the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon
resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. 

Section 2.11    Global Securities. 

(a)    If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are
to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” 

(b)    Notwithstanding the provisions of Section 2.05, the Global Security of a series may be transferred, in
whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor
Depositary. 
 (c)    If at any time the Depositary for a series of the Securities notifies the Company that it
is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor
Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is continuing and the Company has
received a request from the Depositary or from the Trustee, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.04, the Trustee will authenticate and
deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such
series. In such event the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security
pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the registered holders of the Securities. 
 Section 2.12    Book-Entry
Registration for Uncertificated Securities. 
 Except for certificated Securities or notes held with a Depositary, the Security Registrar
shall maintain a book-entry registration and transfer system through the establishment and maintenance of the Security Register for the benefit of Securityholders as the sole method of recording the ownership and transfer of ownership interests in
such Securities. The registered owners established by the Security Registrar in connection with the purchase or transfer of the Securities shall be deemed to be the Securities of the Securities Outstanding for all purposes under this Indenture. The
Company (or its duly authorized agent) shall promptly notify the Security Registrar of the acceptance of a subscriber’s purchase of a Note and, upon receipt of such notice, the Security Registrar shall establish an account for such Security by
recording a credit to its book-entry registration and transfer system to the account of the related Securityholder for 

  
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the principal amount of such Security owned by such Securityholder and issue a confirmation to the Securityholder, with a copy being delivered to the Trustee, on behalf of the Company. The
Security Registrar shall make appropriate credit and debit entries within each account to record all of the applicable actions under this Indenture that relate to the ownership of the related Securities and issue confirmations to the related
Securityholders as set forth herein, with copies being delivered to the Trustee, on behalf of the Company. The Trustee may review the book-entry registration and transfer system as it deems necessary to ensure the Security Registrar’s
compliance with the terms of the Indenture.” 
 ARTICLE 3 

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 

Section 3.01    Redemption. 

The Company may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms established for
such series pursuant to Section 2.01 hereof. 
 Section 3.02    Notice of Redemption. 

(a)    In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of
the Securities of any series in accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Securities of
such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption of that series to such holders at their last addresses as they shall
appear upon the Security Register, unless a shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered
holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for
the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities 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 any such restriction. 
 Each
such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made
at the office or agency of the Company in Kansas City, Missouri, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date
interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in part shall
specify the particular Securities to be so redeemed. 
 In case any Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued. 
 (b)    If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected by the Depository in the case of Global Securities, in compliance with the requirements of DTC, from the Outstanding Securities not previously called for redemption, in compliance with the
requirements of the principal national securities exchange on which the Securities are listed (if the Securities are listed on any national securities exchange), or if the Securities are not held through DTC or listed on any national securities
exchange, or DTC prescribed no method of selection, by lot in 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 the Securities or any integral
multiple thereof) of the principal amount of the Securities of a denomination larger than the minimum authorized denomination for the Securities; 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 the Securities. 

  
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 Section 3.03    Payment Upon Redemption. 

(a)    If the giving of notice of redemption shall have been completed as above provided, the Securities or
portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with accrued and unpaid interest otherwise
payable for the then-current monthly interest period accrued to, but not including, the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption and all
rights whatsoever with respect to such Securities (except the right to receive the cash payment for the Securities) will terminate, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any
such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption
price for such series, together with accrued and unpaid interest otherwise payable for the then-current monthly interest period accrued to, but not including, the date fixed for redemption (but if the date fixed for redemption is an Interest Payment
Date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03). 

(b)    Upon presentation of any Security of such series that is to be redeemed in part only, the Company shall
execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented. 
 Section 3.04    Sinking Fund. 

The provisions of Section 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except
as otherwise specified as contemplated by Section 2.01 for Securities of such series. 
 The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to
as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 

Section 3.05    Satisfaction of Sinking Fund Payments with Securities. 

The Company (i) may deliver Outstanding Securities of a series and (ii) may apply as a credit Securities of a series that have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. 
 Section 3.06    Redemption of Securities for Sinking Fund. 

Not less than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to
the Trustee), the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to 

  
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Section 3.05 and the basis for such credit and will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03. 

ARTICLE 4 
 COVENANTS

 Section 4.01    Payment of Principal, Premium and Interest. 

The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities at the time
and place and in the manner provided herein and established with respect to such Securities. Payments of principal (and premium, if any) and interest on the Securities may be made at the time provided herein and established with respect to such
Securities by U.S. dollar check drawn on and mailed to the address of the Holder entitled thereto at such address as shall appear in the Security Register. 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 Kansas City, Missouri, on the date when such amount is due and payable. To request payment by wire transfer,
the registered Holder must give the paying agent and the Trustee appropriate wire 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 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. 

Section 4.02    Maintenance of Office or Agency. 

So long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency in Kansas City, Missouri, with
respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities of that series may be
presented as herein above authorized for registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by written notice signed by any officer authorized to sign an Officers’ Certificate and delivered to the Trustee, designate some other office or agency for such purposes or
any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee located in Kansas City, Missouri as its
paying agent with respect to the Securities. 
 Section 4.03    Paying Agents. 

(a)    If the Company shall appoint one or more paying agents for all or any series of the Securities, other than
the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: 

(1)    that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if
any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; 

(2)    that it will give the Trustee notice of any failure by the Company (or by any other obligor of such
Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; 

  
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 (3)    that it will, at any time during the continuance of any
failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and 

(4)    that it will perform all other duties of paying agent as set forth in this Indenture. 

(b)    If the Company shall act as its own paying agent with respect to any series of the Securities, it will on
or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium,
if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other
obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. 

(c)    Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as
provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying
agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon
such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money. 

Section 4.04    Appointment to Fill Vacancy in Office of Trustee. 

The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee hereunder. 
 Section 4.05    Compliance with
Consolidation Provisions. 
 The Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any
other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with. 

ARTICLE 5 

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 

Section 5.01    Company to Furnish Trustee Names and Addresses of Securityholders. 

The Company will furnish or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or
cause to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series for
which the Trustee shall be the Security Registrar. 
 Section 5.02    Preservation Of Information;
Communications With Securityholders. 
 (a)    The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such capacity). 

  
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 (b)    The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished. 
 (c)    Securityholders may communicate
as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its
obligations under Section 312(b) of the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act. 

Section 5.03    Reports by the Company. 

The Company covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files
the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may from time to
time by rules and regulations prescribe) that the Company is required to file with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and received confidential treatment by the Securities and Exchange Commission; and provided further, that so long as such filings by the Company are available on the Securities
and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the
Company; provided that an electronic link to such filing, together with an electronic notice of such filing have been sent to the Trustee. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports
with the Securities and Exchange Commission within the time period prescribed thereof by the Securities and Exchange Commission shall not be deemed a breach of this Section 5.03. 

Section 5.04    Reports by the Trustee. 

(a)    If required by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days
after each May 1, shall transmit by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report dated as of such May 1, which complies with Section 313(a)
of the Trust Indenture Act. 
 (b)    The Trustee shall comply with Section 313(b) and 313(c) of the Trust
Indenture Act. 
 (c)    A copy of each such report shall, at the time of such transmission to Securityholders,
be filed by the Trustee with the Company, with each securities exchange upon which any Securities are listed (if so listed) and also with the Securities and Exchange Commission. The Company agrees to notify the Trustee when any Securities become
listed on any securities exchange. 
 ARTICLE 6 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 

Section 6.01    Events of Default. 

(a)    Whenever used herein with respect to Securities of a particular series, “Event of Default” means
any one or more of the following events that has occurred and is continuing: 
 (1)    the Company defaults in
the payment of any installment of interest upon any of the Securities of that series, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest
payment period agreed to by the Trustee (at the written direction of the holders of a majority in principal amount of the Securities of that series at the time Outstanding) in accordance with the terms of any indenture supplemental hereto shall not
constitute a default in the payment of interest for this purpose; 

  
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 (2)    the Company defaults in the payment of the principal of
(or premium, if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund
established with respect to that series; provided, however, that a valid extension of the maturity of such Securities agreed to by the Trustee (at the written direction of the holders of a majority in principal amount of the Securities of that
series at the time Outstanding) in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium, if any; 

(3)    the Company fails to observe or perform any other of its covenants or agreements with respect to that
series contained in this Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly included in this Indenture solely for the benefit
of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder,
shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the time Outstanding; 

(4)    the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property or (iv) makes a general assignment for the
benefit of its creditors; or 
 (5)    a court of competent jurisdiction enters an order under any Bankruptcy
Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders the liquidation of the Company, and the order or decree
remains unstayed and in effect for 90 days. 
 (b)    In each and every such case (other than an Event of
Default specified in clause (4) or clause (5) above), unless the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid interest on all the
Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in clause (4) or clause (5) above occurs, the
principal of and accrued and unpaid interest on all the Securities of that series shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or the holders of the Securities. 

(c)    At any time after the principal of (and premium, if any, on) and accrued and unpaid interest on the
Securities of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority in aggregate principal
amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on (and premium, if any, on) and
accrued and unpaid interest on Securities of that series that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06. 

  
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 No such rescission and annulment shall extend to or shall affect any subsequent default or
impair any right consequent thereon. 
 (d)    In case the Trustee shall have proceeded to enforce any right
with respect to Securities of that series under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee,
then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the
Trustee shall continue as though no such proceedings had been taken. 
 Section 6.02    Collection of
Indebtedness and Suits for Enforcement by Trustee. 
 (a)    The Company covenants that (i) in case it
shall default in the payment of any installment of interest on any of the Securities, or in any payment required by any sinking or analogous fund established with respect to that series, as and when the same shall have become due and payable, and
such default shall have continued for a period of 30 days, or (ii) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities when the same shall have become due and payable, whether upon maturity
of the Securities or upon redemption or upon declaration or otherwise then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities, the whole amount that then shall have been become due and
payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to
the Trustee under Section 7.06. 
 (b)    If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by
law or equity out of the property of the Company or other obligor upon the Securities of that series, wherever situated. 

(c)    In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment,
arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as
may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the
entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount
due it under Section 7.06. 
 (d)    All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such
suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the
ratable benefit of the holders of the Securities of such series. 
 In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most 

  
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effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the
Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 

Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any
such proceeding. 
 Section 6.03    Application of Moneys Collected. 

Any moneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the
following order, at the date or dates fixed by the 
 Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any)
or interest, upon presentation of the Securities of that series, and notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid: 

FIRST: To the payment of reasonable costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06; 

SECOND: To the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest,
respectively; and 
 THIRD: To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto. 

Section 6.04    Limitation on Suits. 

No holder of any Security shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof with respect to the Securities specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Securities of that
series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such indemnity, security
or both reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and (v) during such 60 day period, the holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with the request. 

Notwithstanding anything contained herein to the contrary or any other provisions of this Indenture, the right of any holder of any Security
to receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under
this Indenture, 

  
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except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

Section 6.05    Rights and Remedies Cumulative; Delay or Omission Not Waiver. 

(a)    Except as otherwise provided in Section 2.07, all powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities. 

(b)    No delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of
Section 6.04, every power and remedy given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders. 

Section 6.06    Control by Securityholders. 

The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with
Section 8.04, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or with this Indenture. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith
shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial
to the Securityholders not involved in the proceeding. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf
of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default
in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and
a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. 
 Section 6.07    Undertaking to Pay Costs. 

All parties to this Indenture agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than 10%
in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security of such series, on or
after the respective due dates expressed in such Security or established pursuant to this Indenture. 

  
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 ARTICLE 7 

CONCERNING THE TRUSTEE 

Section 7.01    Certain Duties and Responsibilities of Trustee. 

(a)    The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and
after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth
in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise
with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his
own affairs. 
 (b)    No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

(i)    prior to the occurrence of an Event of Default with respect to the Securities of a series and after the
curing or waiving of all such Events of Default with respect to that series that may have occurred: 

(A)    the duties and obligations of the Trustee shall with respect to the Securities of such series be determined
solely by the express provisions of this Indenture, and the Trustee shall not be responsible with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (B)    in the
absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series 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 on their face to the requirements of this Indenture; 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 to the requirement of this Indenture; 

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

(iii)    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 Securities of any series at the time Outstanding 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 the Securities of that series; and 

(iv)    None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it. 

  
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 Section 7.02    Certain Rights of Trustee. 

Except as otherwise provided in Section 7.01: 

(a)    The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(b)    Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by
a Board Resolution or an instrument signed in the name of the Company by any authorized officer of the Company (unless other evidence in respect thereof is specifically prescribed herein); 

(c)    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 or suffered or omitted hereunder in good faith and in reliance thereon; 

(d)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs,
expenses and liabilities that may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Securities (that has not
been cured or waived), to exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs; 
 (e)    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; 

(f)    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, consent, order, approval, bond, security, or other papers or documents, unless requested in writing so to do by the holders of not less than a majority in principal
amount of the Outstanding Securities of the particular series affected thereby (determined as provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against
such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; and 

(g)    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. 

In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (1) any Event of Default
occurring pursuant to Sections 6.01(a)(1), 6.01(a)(2) and 4.01 hereof or (2) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of the
Trustee shall have obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Section 5.03 is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not
constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely
exclusively on an Officers’ Certificate). 
 Section 7.03    Trustee Not Responsible for Recitals or
Issuance or Securities. 
 (a)    The recitals contained herein and in the Securities shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. 

  
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 (b)    The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. 
 (c)    The Trustee shall not be accountable for the
use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to
Section 2.01, or for the use or application of any moneys received by any paying agent other than the Trustee. 

Section 7.04    May Hold Securities. 

The Trustee or any paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or Security Registrar. 

Section 7.05    Moneys Held in Trust. 

Subject to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held un-invested in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any
moneys received by it hereunder except such as it may agree with the Company to pay thereon. 

Section 7.06    Compensation and Reimbursement. 

(a)    The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such
reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense
incurred without gross negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of
liability in the premises. 
 (b)    The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities
upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. 

Section 7.07    Reliance on Officers’ Certificate. 

Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it
reasonably necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part
of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof. 

  
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 Section 7.08    Disqualification; Conflicting Interests.

 If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust
Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 

Section 7.09    Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and
doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under
such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority.

 If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10. 

Section 7.10    Resignation and Removal; Appointment of Successor. 

(a)    The Trustee or any successor hereafter appointed may at any time resign with respect to the Securities of
one or more series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders of such series, as their names and addresses appear upon the Security Register.

 Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

(b)    In case at any time any one of the following shall occur: 

(i)    the Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by
the Company or by any Securityholder who has been a bona fide holder of a Security or Securities for at least six months; or 

(ii)    the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall
fail to resign after written request therefor by the Company or by any such Securityholder; or 
 (iii)    the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 

  
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 then, in any such case, the Company may remove the Trustee with respect to all Securities
and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 

(c)    The holders of a majority in aggregate principal amount of the Securities of any series at the time
Outstanding may at any time remove the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with the consent of the Company. 

(d)    Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the
Securities of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11. 

(e)    Any successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of
one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series. 

Section 7.11    Acceptance of Appointment By Successor. 

(a)    In case of the appointment hereunder of a successor trustee with respect to all Securities, every such
successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all
property and money held by such retiring Trustee hereunder. 
 (b)    In case of the appointment hereunder of a
successor trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (ii) shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates have no further
responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor trustee relates. 

  
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 (c)    Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

(d)    No successor trustee shall accept its appointment unless at the time of such acceptance such successor
trustee shall be qualified and eligible under this Article. 
 (e)    Upon acceptance of appointment by a
successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security
Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company. 

Section 7.12    Merger, Conversion, Consolidation or Succession to Business. 

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, including the administration of the trust created by this Indenture, shall be the successor of
the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

Section 7.13    Preferential Collection of Claims Against the Company. 

The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein. 

Section 7.14    Notice of Default 

If any Default or any Event of Default occurs and is continuing and if such Default or Event of Default is known to a Responsible Officer of
the Trustee, the Trustee shall mail to each Securityholder in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Default or Event of Default within 90 days after it occurs, unless such Default or
Event of Default has been cured; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, 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 determine that the withholding of such notice is in the interest of the Securityholders. 

ARTICLE 8 
 CONCERNING
THE SECURITYHOLDERS 
 Section 8.01    Evidence of Action by Securityholders. 

Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of
such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that series in person or by agent or proxy appointed
in writing. 

  
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 If the Company shall solicit from the Holders of the Securities of any series any request,
demand, authorization, direction, notice, consent, waiver or other act (each, an “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 of the
Securities of that series entitled to give such 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 of the Securities of that series generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such Act may be given before or after
such record date, but only the Holders of the Securities of that series 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 Securities of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to such 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 of the Securities 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 

Section 8.02    Proof of Execution by Securityholders. 

Subject to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner: 

(a)    The fact and date of the execution by any such Person of any instrument may be proved in any reasonable
manner acceptable to the Trustee. 
 (b)    The ownership of Securities shall be proved by the Security Register
of such Securities or by a certificate of the Security Registrar thereof. 
 The Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary. 
 Section 8.03    Who May be Deemed Owners. 

Prior to the due presentment for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the Person in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. 

Section 8.04    Certain Securities Owned by Company Disregarded. 

In determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the
Trustee. 

  
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 Section 8.05    Actions Binding on Future Securityholders.

 At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by
the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer
thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular
series specified in this 
 Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the
Securities of that series. 
 ARTICLE 9 

SUPPLEMENTAL INDENTURES 

Section 9.01    Supplemental Indentures Without the Consent of Securityholders. 

Without the consent of any Holders of the Securities, 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 hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: 

(a)    to evidence the succession of another Person to the Company and the assumption by any such successor of the
covenants of the Company herein and in the Securities contained; or 
 (b)    to add to the covenants of the
Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or 
 (c)    to add any additional
Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included
solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than
that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal
amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or 

(d)    to change or eliminate any of the provisions of this Indenture; provided that any such change or
elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or 

(e)     to secure the Securities; or 

(f)    to establish the form or terms of Securities of any series as permitted by Sections 2.01, including the
provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or 

(g)    to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to
the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or 

  
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 (h)    to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the
Holders of Securities of any series in any material respect; or 
 (i)    to supplement any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 11.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests
of the Holders of Securities of such series or any other series of Securities in any material respect. 
 Any supplemental indenture
authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 

Section 9.02    Supplemental Indentures With Consent of Securityholders. 

With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Securities of any series affected
by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture that affects the Securities or of modifying in any manner the rights of the Holders of the Securities under this Indenture;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note: 

(a)    change the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or
interest on, any Note; or reduce the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest thereon), or any premium payable upon the redemption thereof, or reduce the portion of the principal of a
Note that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.01(b), or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 6.02(c), or
adversely affect any right of repayment at the option of the Holder, or change any place of payment where, or the currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date), or 

(b)    reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or reduce any requirements of Section 8.01 for quorum or voting, or 

(c)    modify any of the provisions of this Section or Section 6.01(c) except to increase any such percentage
or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of
any Holder of a Note with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 7.11 and 9.01(h). 

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof. 
 A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 

  
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 The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental
indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such
record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 

Section 9.03    Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall,
with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of
Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

Section 9.04    Securities Affected by Supplemental Indentures. 

Securities of any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any securities exchange upon which such series may be listed, as to any matter
provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding. 

Section 9.05    Execution of Supplemental Indentures. 

Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of
Section 7.01, shall receive an Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all
conditions precedent to the execution of the supplemental indenture have been complied with. 
 Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of
such supplemental indenture, to the Securityholders of all series affected thereby, as their names and addresses appear upon the Security Register. Any failure of the Company to mail, or cause the mailing of, such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

  
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 ARTICLE 10 

SUCCESSOR ENTITY 

Section 10.01    Company May Consolidate, Etc. 

The Company shall not consolidate with or merge with or into any other entity or convey or transfer all or substantially all of its properties
and assets to any Person, unless: 
 (1) either the Company shall be the continuing entity, or the entity (if other than the Company) formed
by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the performance of every covenant of this Indenture on
the part of the Company to be performed or observed; 
 (2) immediately after giving effect to such transaction, no Default or Event of
Default shall have happened and be continuing; and 
 (3) the Company and the successor Person have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with. 
 Section 10.02    Successor Entity Substituted. 

(a)    In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the
assumption by the successor entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations set forth under Section 10.01 on all of the Securities of all series Outstanding,
such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities. 
 (b)    In case of any such consolidation, merger, sale, conveyance, transfer or
other disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 

(c)    Nothing contained in this Article shall require any action by the Company in the case of a consolidation or
merger of any Person into the Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the
Company). 
 ARTICLE 11 

SATISFACTION AND DISCHARGE 

Section 11.01    Satisfaction and Discharge of Indenture. 

Except as set forth below, this Indenture shall upon Company Request cease to be of further effect with respect to any Securities specified in
such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided for herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders), and the
Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when 

(1) either 
 (A)
all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Securities


  
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for whose payment money has theretofore been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Sections 4.03, 11.03 and 11.05) have been delivered to the Trustee for cancellation; or 

(B) all Securities 

(i) have become due and payable, or 

(ii) will become due and payable at their Stated Maturity within one year, or 

(iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust for such purpose, solely for the benefit of the Holders, an amount in the Currency in which the Securities are payable, sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be; 
 (2) the Company has irrevocably paid or caused to be irrevocably paid all other sums payable hereunder
by the Company; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee
under Section 7.06, the obligations of the Company to any Authenticating Agent under Section 2.10 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Sections 11.03 and 11.04 shall survive any termination of this Indenture. 

Section 11.02    [Intentionally omitted.] 

Section 11.03    Deposited Moneys to be Held in Trust. 

All moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series of Securities for the payment or redemption of which such moneys or
Governmental Obligations have been deposited with the Trustee. 
 Section 11.04    Payment of Moneys Held by
Paying Agents. 
 In connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by
any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys or Governmental Obligations.

 Section 11.05    Repayment to Company. 

Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of
principal of or premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any)
or interest on such Securities shall have respectively become due and payable, or such other shorter period set forth in applicable escheat or abandoned or unclaimed property law, 

  
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shall be repaid to the Company on May 31 of each year or upon the Company’s request or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent
and the Trustee shall be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter, as a general creditor, look only to the
Company for the payment thereof. 
 ARTICLE 12 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 

Section 12.01    No Recourse. 

No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or
successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and
that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director as
such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities. 
 ARTICLE 13

 MISCELLANEOUS PROVISIONS 

Section 13.01    Effect on Successors and Assigns. 

All the covenants, stipulations, promises and agreements in this Indenture made by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not. 
 Section 13.02    Actions by Successor. 

Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of
the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Company. 

Section 13.03    Surrender of Company Powers. 

The Company by instrument in writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation. 

Section 13.04    Notices. 

Except as otherwise expressly provided herein, any notice, request or demand that by any provision of this Indenture is required or permitted
to be given, made or served by the Trustee or by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited in first class mail, postage prepaid, addressed (until
another address is filed in writing by the Company with the Trustee), as 

  
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follows: Gladstone Investment Corporation, 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102, Attn: General Counsel. Any notice, election, request or demand by the Company or any
Securityholder or by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee. 

Section 13.05    Governing Law. 

This Indenture and each Security shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State, except to the extent that the Trust Indenture Act is applicable. 

Section 13.06    Treatment of Securities as Debt. 

It is intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this
Indenture shall be interpreted to further this intention. 
 Section 13.07    Certificates and Opinions as to
Conditions Precedent. 
 (a)    Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture (other than the certificate to be delivered pursuant to
Section 13.12) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application
or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 

(b)    Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant in this Indenture shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he has made such examination or investigation as is reasonably
necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been
complied with. 
 Section 13.08    Payments on Business Days. 

Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established
in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date. 

Section 13.09    Conflict with Trust Indenture Act. 

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control. 
 Section 13.10    Counterparts.

 This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. 

  
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 Section 13.11    Separability. 

In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or therein. 

Section 13.12    Compliance Certificates. 

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were
outstanding, an officer’s certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company
signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. 

Section 13.13    Electronic Transactions. 

The parties hereto agree the transactions described herein may be conducted and related documents may be stored by electronic means. 

ARTICLE 14 
 DEFEASANCE
AND COVENANT DEFEASANCE 
 Section 14.01    Company’s Option to Effect Defeasance or
Covenant Defeasance. 
 The Company may at its option by Board Resolution, at any time, with respect to the Securities of any
series, elect to have either Section 14.02 (if applicable) or Section 14.03 (if applicable) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Article. 

Section 14.02    Defeasance and Discharge. 

Upon the Company’s exercise of the above option applicable to this Section with respect to the Securities, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the
other Sections of this Indenture referred to in clauses (A) and (B) of this Section, and to have satisfied all its other obligations under the Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments delivered to it by the Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on the Securities when such
payments are due, (B) the Company’s obligations with respect to such Securities under Sections 2.05, 2.07, 4.02 and 4.03, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of
such Securities may not be accelerated because of an Event of Default. 

  
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 Section 14.03    Covenant Defeasance. 

Upon the Company’ s exercise of the above option applicable to this Section with respect to any Securities, the Company shall be released
from its obligations under Sections 4.06, 4.07 and 4.08 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 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 6.01(a)(3) 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. 
 Section 14.04    Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Securities: 

 

	 	(i)	 The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another
trustee satisfying the requirements of Section 7.09 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as
security for the benefit of, and dedicated solely to, the Holders of such Securities, (A) an amount (in U.S. Dollars), or (B) Government Obligations applicable to such Securities which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, without reinvestment thereof, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, money in
an amount, or (C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (1) the principal of and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest
and (2) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities.



  

	 	(ii)	 Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default
under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 


  

	 	(iii)	 No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the
date of such deposit or, insofar as Sections 6.01(a)(4) and 6.01(a)(5) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until
the expiration of such period). 


  

	 	(iv)	 In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance
and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 



  
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	 	(v)	 In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. 


  

	 	(vi)	 The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. 



  
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 IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the day and year first above written. 

 

			
	GLADSTONE INVESTMENT CORPORATION
		
	By:	 	 /s/ David Gladstone        

	Name:	 	 David Gladstone

	Title:	 	 Chairman and Chief Executive Officer

	
	UMB BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Lara L. Stevens        

	Name:	 	 Lara L. Stevens

	Title:	 	 Vice President




  
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 CROSS-REFERENCE TABLE (1) 
  

			
	 Section of Trust Indenture Act Of 1939, as Amended
	  	 Section of Indenture

	 310(a)
	  	7.09
	 310(b)
	  	7.08
		  	7.10
	 310(c)
	  	Inapplicable
	 311(a)
	  	7.13
	 311(b)
	  	7.13
	 311(c)
	  	Inapplicable
	 312(a)
	  	5.01
		  	5.02(a)
	 312(b)
	  	5.02(c)
	 312(c)
	  	5.02(c)
	 313(a)
	  	5.04(a)
	 313(b)
	  	5.04(b)
	 313(c)
	  	5.04(a)
		  	5.04(b)
	 313(d)
	  	5.04(c)
	 314(a)
	  	5.03
		  	13.12
	 314(b)
	  	Inapplicable
	 314(c)
	  	13.07(a)
	 314(d)
	  	Inapplicable
	 314(e)
	  	13.07(b)
	 314(f)
	  	Inapplicable
	 315(a)
	  	7.01(a)
		  	7.01(b)
	 315(b)
	  	7.14
	 315(c)
	  	7.01
	 315(d)
	  	7.01(b)
	 315(e)
	  	6.07
	 316(a)
	  	6.06
		  	8.04
	 316(b)
	  	6.04
	 316(c)
	  	8.01
	 317(a)
	  	6.02
	 317(b)
	  	4.03
	 318(a)
	  	13.09

  

	(1)	 This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the
interpretation of any of its terms or provisions. 



  
 39