Exhibit 4.2

  

  

  

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

  

  

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

  

  

  Great Elm Capital Corp.

   

  

   

  
    	
            No. 1

          	
            $50,000,000

            CUSIP No. 390320604

            ISIN No. US3903206049

          


  

   

  

  5.875% Notes Due 2026

   

  

  Great Elm Capital Corp., a corporation duly organized and existing under the laws of Maryland (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value
    received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of FIFTY MILLION DOLLARS (U.S. $50,000,000) on June 30, 2026 and to pay interest thereon from June 23, 2021 or from the most recent Interest Payment Date to
    which interest has been paid or duly provided for, quarterly on March 31, June 30, September 30 and December 31 in each year, commencing September 30, 2021 (provided, that if an Interest Payment Date falls on a day that is not a Business Day, then the
    applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment), at the rate of  5.875% per annum, until the principal hereof is paid or made available for
    payment.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular
    Record Date for such interest, which shall be March 15, June 15, September 15 and December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for
    will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to
    be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
    securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.  This Security may be issued as part of a series.

  

  

  Payment of the principal of (and premium, if any, on) and any such interest on this Security will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of
    America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled
    thereto as such address shall appear in the Security Register, provided, further, however, that so long as this Security is registered to Cede & Co., such payment will be made by wire transfer in accordance with the
    procedures established by The Depository Trust Company and the Trustee.

  

  

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

  

  

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

  

  

  
    1

    
      


  

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

  

  

  Dated: June 23, 2021

  

  

  
    	 	
            GREAT ELM CAPITAL CORP.

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Peter A. Reed

          	 
	 	 	
            Name:  Peter A. Reed

          	 
	 	 	
            Title:  Chief Executive Officer

          	 


  

   

  

  Attest

   

  

  
    	 	
            By:

          	
            /s/ Adam M. Kleinman

          	 
	 	 	
            Name:  Adam M. Kleinman

          	 
	 	 	
            Title:  Chief Compliance Officer and Secretary

          	 


  

  

  

  
    2

    
      


  

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

   

  

  Dated: June 23, 2021

  

  

  
    	 	
            AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

             as Trustee

          	 
	 	 	 	 
	 	
            By: 

          	
            /s/ Paul H. Kim

          	 
	 	 	
            Authorized Signatory

          	 


  

  

  

  
    3

    
      


  

  Great Elm Capital Corp.

  5.875% Notes due 2026

  

  

  This Security is one of a duly authorized issue of Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an indenture, dated as of September 18, 2017 (herein called
    the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (herein called the “Trustee,” which term includes any successor trustee
    under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the
    terms upon which the Securities are, and are to be, authenticated and delivered, as amended and supplemented by the Fourth Supplemental Indenture, dated June 23, 2021, relating to the Securities, by and between the Company and the Trustee (herein
    called the “Fourth Supplemental Indenture,” the Fourth Supplemental Indenture and the Base Indenture collectively are herein called the “Indenture”).  In the event of any conflict between the Base Indenture and the Fourth Supplemental Indenture, the
    Fourth Supplemental Indenture shall govern and control.

  

  

  This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to fifty million dollars (U.S. $50,000,000), or up to fifty-seven million five hundred thousand dollars
    (U.S. $57,500,000) aggregate principal amount if the underwriters’ over-allotment option to purchase additional Securities is exercised in full.  Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement,
    the Company may from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity and other terms as
    the Securities.  Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise
    requires.  The aggregate principal amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

  

  

  The Securities of this series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after June 30, 2023 at a redemption price equal to 100% of the outstanding
    principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.

  

  

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

  

  

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

  

  

  If the Company elects to redeem only a portion of the Securities, the Trustee will determine the method for selecting the particular Securities to be redeemed, in accordance with Section 1103 of the Base Indenture, the
    Investment Company Act and the rules of any national securities exchange or quotation system on which the Securities are listed, in each case to the extent applicable.  In the event of redemption of this Security in part only, a new Security or
    Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

  

  

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

  

  

  Holders of Securities do not have the option to have the Securities repaid prior to June 30, 2026.

  

  

  
    
      


  

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

  

  

  The Indenture provides that the Company may 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 certain specified
    conditions set forth in Section 801 of the Indenture are satisfied.

  

  

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

  

  

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

  

  

  As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee
    or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default (other than an Event of Default under Section 501(5) or Section 501(6) of the Indenture) with respect to the
    Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as
    Trustee and offered the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a
    majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such written request during the 60-day period after receipt of such written notice, and shall have failed to institute any such proceeding,
    for sixty (60) days after receipt of such notice, request and offer of indemnity.  The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest
    hereon on or after the respective due dates expressed herein.  If an Event of Default under Section 501(5) or Section 501(6) of the Indenture occurs, the entire principal amount of the Securities of this series will automatically become due and
    immediately payable.

  

  

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

  

  

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

  

  

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

  

  

  
    2

    
      


  

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

  

  

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

  

  

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

  

  

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

  

  

  
    

    

     3