Exhibit 4.2


 


FORM OF


 


FIFTH SUPPLEMENTAL INDENTURE 


 


between 


 


SACHEM CAPITAL CORP. 


 


and 


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION


 


as Trustee 


 


Dated as of March 9, 2022


 


 



 


FIFTH SUPPLEMENTAL INDENTURE 


 


THIS FIFTH SUPPLEMENTAL INDENTURE
(this “Fifth Supplemental Indenture”), dated as of March 9, 2022, is between Sachem Capital Corp., a New York corporation
(the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association),
as trustee (the “Trustee”). Except as otherwise set forth in this Fifth Supplemental Indenture, all capitalized terms used
herein shall have the meaning set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY 


 


The Company and the Trustee
executed and delivered an Indenture, dated as of June 21, 2019 (the “Base Indenture” and, as supplemented by this Fifth Supplemental
Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured
debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in
the Indenture.


 


The Company desires to issue
and sell up to $50,000,000 aggregate principal amount (or up to $57,500,000 aggregate principal amount if the underwriters’ option
to purchase additional Securities is exercised in full) of the Company’s 6.00% Notes due March 30, 2027 (the “Notes”).


 


The Company previously entered
into the First Supplemental Indenture, dated as of June 21, 2019 (the “First Supplemental Indenture”), the Second Supplemental
Indenture, dated as of November 7, 2019 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as
of September 4, 2020 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture, dated as of December 20,
2021 (the “Fourth Supplemental Indenture”), each of which amended and supplemented the Base Indenture. None of the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture or Fourth Supplemental Indenture are applicable to the
Notes.


 


Sections 901(4) and 901(6)
of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Base Indenture when there is no Security
Outstanding of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision
and (ii) establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base
Indenture.


 


 



 






     


     


    

 


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


 


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


 


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


 


ARTICLE I.


 


TERMS OF THE NOTES


 


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


 


(a)   The Notes shall
constitute a series of Senior Securities having the title “6.00% Notes due March 30, 2027.” The Notes shall bear a CUSIP number
of 78590A 703 and an ISIN of US78590A7037.


 


(b)   The aggregate
principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107
or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never
to have been authenticated and delivered under the Indenture) shall be up to $50,000,000 (or up to $57,500,000 aggregate principal amount
if the underwriters’ option to purchase additional Securities is exercised in full). Under a Board Resolution, Officers’ Certificate
pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes,
issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity
and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all
references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.


 


(c)   The entire outstanding
principal of the Notes shall be payable on March 30, 2027, unless earlier redeemed or repurchased in accordance with the provisions of
the Indenture.


 


(d)   The rate at
which the Notes shall bear interest shall be 6.00% per annum. The Interest Payment Dates for the Notes shall be March 30, June 30, September
30 and December 30 of each year, commencing June 30, 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then
the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of
such delayed payment). The initial interest period will be the period from and including March 9, 2022, to, but excluding, June 30, 2022,
and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest
Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not
a Business Day), as the case may be, immediately preceding such Interest Payment Date. Payment of principal of (and premium, if any, on)
and any such interest on the Notes will be made at the office of the Trustee located at 111 Fillmore Avenue, St. Paul, MN 55107, Attention:
Sachem Capital Corp. (6.00% Notes Due March 30, 2027) (Karen R. Beard, Vice President) or at such other address as designated by the Trustee,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are
registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository
Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.


 






     


     


    

 


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


 


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


 


(g)   The Notes shall
be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403
of the Base Indenture shall apply to the covenants contained in Sections 1006, 1008 and 1009 of the Indenture.


 


(h)   The Notes
shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:


 


(i)          
The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after March 9,
2024, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise
payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    




 


ARTICLE II.


 


COVENANTS


 


Section 2.01.  Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture,
whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections
1009, and 1010 thereto, each as set forth below:


 


“Section 1009. Asset Coverage Ratio.


 


The Company hereby agrees
that for the period of time during which Notes are Outstanding, the Company will not pay any dividends or make any distributions in excess
of 90% of its taxable income, incur any Indebtedness or purchase any shares of its outstanding capital stock, unless, in every such case,
at the time of the incurrence of such Indebtedness or at the time of any such dividend, distribution or purchase, the Company has an Asset
Coverage of at least 150% after giving effect to the incurrence of such Indebtedness and the application of the net proceeds therefrom
or after deducting the amount of such purchase, price as the case may be. “Asset Coverage” means the ratio (expressed as a
percentage) which the total assets of the Company bears to the aggregate amount of indebtedness (including the aggregate principal amount
of the involuntary liquidation preference of redeemable preferred stock, if any), of the Company. For purposes of the Supplemental Indenture,
 “Indebtedness” means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations evidenced by notes,
bonds, debentures or similar instruments; and (c) any lease of, or other arrangement conveying the right to use, any property by a Person
as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.


 


“Section 1010. Commission
Reports and Reports to Holders.


 


If, at any time, the Company
is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission,
the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within
90 days after the end of the each fiscal year of the Company (which fiscal year ends on December 31), audited annual consolidated financial
statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s
fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared,
in all material respects, in accordance with GAAP.”


 


ARTICLE III.


 


MEETINGS OF HOLDERS OF SECURITIES


 


Section 3.01.  Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture,
whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof
with the following:


 


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


 



     


     


    




 


ARTICLE IV.


 


MISCELLANEOUS


 


Section 4.01.  This Fifth Supplemental
Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York, without regard to principles
of conflicts of laws. This Fifth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be
part of the Indenture and shall, to the extent applicable, be governed by such provisions.


  


Section 4.02.  In case any provision
in this Fifth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 4.03.  This Fifth Supplemental
Indenture may be executed in counterparts, each of which will be an original, but such counterparts will together constitute but one and
the same Fifth Supplemental Indenture. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile,
..pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Fifth Supplemental Indenture
for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall
be deemed to be their original signatures for all purposes.


 


Section 4.04.  The Base Indenture,
as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and
this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions
included in this Fifth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the
Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Fifth Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Fifth Supplemental
Indenture.


 


Section 4.05.  The provisions of this
Fifth Supplemental Indenture shall become effective as of the date hereof.


 


Section 4.06.  Notwithstanding anything
else to the contrary herein, the terms and provisions of this Fifth Supplemental Indenture shall apply only to the Notes and shall not
apply to any other series of Securities under the Base Indenture and this Fifth Supplemental Indenture shall not and does not otherwise
affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Base Indenture, whether
now or hereafter issued and Outstanding.


 


Section 4.07.For the avoidance of doubt,
all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing (provided
that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature
provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative),
in English.  The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to
submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of
interception and misuse by third parties.


 


Section 4.08.  The recitals contained
herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture, the Notes or any Additional
Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Fifth Supplemental Indenture, authenticate
the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application
by the Company of the Notes or any Additional Notes or the proceeds thereof. In acting hereunder and with respect to the Notes, the rights,
privileges, protections, immunities and benefits afforded to the Trustee under the Base Indenture, including, without limitation, its
right to be indemnified, are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities
hereunder as if set forth herein in full.


 


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


 


	 	SACHEM CAPITAL CORP.
	 	 	 
	 	By:	 
	 	Name:	John L. Villano
	 	Title:	Chief Executive Officer
	 	 	 
	 	U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature page to Fifth Supplemental Indenture]


 






     


     


    




 


Exhibit A – Form of Global Note



 


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


 


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


 


Sachem Capital Corp. 


 


	No.	
    $                    

    CUSIP No.: 78590A 703

    ISIN:  US78590A7037

    



 


6.00% Notes due March 30, 2027


 


Sachem Capital Corp., a corporation
duly organized and existing under the laws of New York (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 AND 00/100 Dollars (U.S. $50,000,000) on March 30, 2027 and to pay interest thereon from March 9, 2022
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 30, June 30, September
30 and December 30 in each year, commencing June 30, 2022, at the rate of 6.00% 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, or December 15 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security
may be issued as part of a series.


 


Payment of the principal of
(and premium, if any, on) and any such interest on this Security will be made at the office of the Trustee located at 111 Fillmore Avenue,
St. Paul, MN55107, Attention: Sachem Capital Corp. (6.00% Notes Due March 30, 2027) or at such other address as designated by the Trustee,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as this
Security is registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established
by The Depository Trust Company and the Trustee.


 


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


 






     


     


    

 


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


 


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


Dated:


 


	 	SACHEM CAPITAL CORP.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


	 	 
	Attest	 
	 	 
	By:	 	 	 
	 	Name:	 
	 	Title:	 


 


[Global Note - Fifth Supplemental Indenture]


 


 





CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:


 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	Authorized Signatory


 


[Global Note - Fifth Supplemental Indenture]


 



     


     


    







 


Sachem Capital Corp. 


 


6.00% Notes due March 30, 2027


 


This Security is one of a
duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of June 21, 2019 (herein called the “Base Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and U.S. Bank Trust Company, National Association (as successor in interest
to U.S. Bank National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered, as supplemented by the Fifth Supplemental Indenture, dated as of March 9, 2022, by and
between the Company and the Trustee (herein called the “Fifth Supplemental Indenture”; the Fifth Supplemental Indenture and
the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture
and the Fifth Supplemental Indenture, the Fifth Supplemental Indenture shall govern and control.


 


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


 


The Securities of this series
are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after March 9, 2024,
at a redemption price per security equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments
otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.


 


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


 


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 1.01 of the Fifth Supplemental Indenture and Section 1103 of the Base Indenture. In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.


 


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


 


Holders of Securities do not have the option to
have the Securities repaid prior to March 30, 2027.


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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