FIRST SUPPLEMENTAL INDENTURE


 


between


 


EAGLE POINT CREDIT COMPANY INC.


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC,


 


Trustee


 


Dated as of December 4, 2015


 


THIS FIRST SUPPLEMENTAL INDENTURE
(this “First Supplemental Indenture”), dated as of December 4, 2015, is between Eagle Point Credit Company Inc.,
a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited
liability trust company, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein
shall have the meaning set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY


 


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


 


WHEREAS, the Company desires
to issue and sell up to $28,750,000 aggregate principal amount (including $3,750,000 aggregate principal amount pursuant to the
underwriter’s overallotment option) of the Company’s 7.00% notes due 2020 (the “Series 2020 Notes”);


 


WHEREAS, Sections 9.01(iv) and
9.01(vi) of the Base Indenture provide that, without the consent of Holders of the Securities of any series issued under the Indenture,
the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Base Indenture
when there is no Security Outstanding of any series created prior to the execution of a supplemental indenture that is entitled
to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Sections 2.01
and 3.01 of the Base Indenture;


 


WHEREAS, the Company desires
to establish the form and terms of the Series 2020 Notes and to modify, alter, supplement and change certain provisions of the
Base Indenture for the benefit of the Holders of the Series 2020 Notes (except as may be provided in a future supplemental indenture
to the Indenture (“Future Supplemental Indenture”)); and


 


WHEREAS, the Company has duly
authorized the execution and delivery of this First Supplemental Indenture to provide for the issuance of the Series 2020 Notes
and all acts and things necessary to make this First Supplemental Indenture a valid and legally binding obligation of the Company
and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


For and in consideration of the
premises and the purchase of the Series 2020 Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Series 2020 Notes, as follows:


 




     


     


    

 


ARTICLE I 


TERMS OF THE SERIES 2020 NOTES


 


Section 1.01. Terms of the Series 2020 Notes.
The following terms relating to the Series 2020 Notes are hereby established:


 


(a)The
Series 2020 Notes shall constitute a series of Securities having the title “7.00% Notes due 2020”. The Series 2020
Notes shall bear a CUSIP number of 269809 208 and an ISIN number of US2698092085.


 


(b)The
aggregate principal amount of the Series 2020 Notes that may be initially authenticated and delivered under the Indenture (except
for Series 2020 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Series
2020 Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be up to $28,750,000 aggregate principal
amount (including $3,750,000 aggregate principal amount pursuant to the underwriter’s overallotment option). Under a Board
Resolution, Officer’s Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from
time to time, without the consent of the Holders of the Series 2020 Notes, issue additional Series 2020 Notes (in any such case,
“Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Series
2020 Notes. Any Additional Notes and the existing Series 2020 Notes shall constitute a single series under the Indenture and all
references to the relevant Series 2020 Notes herein shall include the Additional Notes unless the context otherwise requires.


 


(c)The
Stated Maturity of the Series 2020 Notes shall be December 31, 2020. The entire outstanding principal of the Series 2020 Notes
shall be payable on the Stated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.


 


(d)The
rate at which the Series 2020 Notes shall bear interest shall be 7.00% per annum of the aggregate principal amount. The date from
which interest shall accrue on the Series 2020 Notes shall be December 4, 2015, or, thereafter, the most recent Interest Payment
Date to which interest has been paid or provided for. The Interest Payment Dates for the Series 2020 Notes shall be March 31, June
30, September 30 and December 31 of each year, commencing March 31, 2016 (provided that if an Interest Payment Date falls
on a day that is not a Business Day in The City of New York, then the applicable interest payment shall be made on the next succeeding
Business Day, and no additional interest shall accrue as a result of such delayed payment). The initial interest period shall be
the period from, and including, December 4, 2015 (or the most recent Interest Payment Date to which interest has been paid or provided
for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods shall be the periods from, and
including, an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in
whose name the Series 2020 Note (or one or more predecessor Series 2020 Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be March 15, June 15, September 15 and December 15 of each year, commencing March 15,
2016 (provided, that if a Regular Record Date falls on a day that is not a Business Day in The City of New York, then that
Regular Record Date shall be the next succeeding Business Day), as the case may be, next preceding such Interest Payment Date.
Interest on the Series 2020 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Payment of principal
of (and premium, if any, on) the Series 2020 Notes shall be made at the Corporate Trust Office of the Trustee in such coin or currency
of the United States as at the time of payment is legal tender for payment of public and private debts, and payment of interest
shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register;
provided, however, that at the option of the Holder, payment of principal of (and premium, if any, on) and
interest on the Series 2020 Notes may be made by wire transfer of immediately available funds to an account at a bank in the United
States; provided, further, however, that so long as the Series 2020 Notes are registered to Cede & Co.,
such payment shall be made by wire transfer in accordance with the procedures established by The Depository Trust Company (“DTC”)
and the Trustee.


 




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(e)The
Series 2020 Notes shall be initially issuable in global form (each such Series 2020 Note, a “Global Note”).
The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit
A to this First Supplemental Indenture. Each Global Note shall represent the outstanding Series 2020 Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal amount of outstanding Series 2020 Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding Series 2020 Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the principal amount of outstanding Series 2020 Notes represented thereby shall
be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.


 


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


 


 (g)The Series 2020 Notes shall
be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03
of the Base Indenture shall apply to the covenants contained in Sections 10.08 and 10.12 of the Indenture.


 


(h)The Series 2020 Notes shall
be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:


 


(i)The Series 2020 Notes
shall be redeemable in whole or in part, at any time or from time to time, at the option of the Company, on or after December 31,
2017, at a Redemption Price equal to $25 per Series 2020 Note plus accrued and unpaid interest otherwise payable for the then-current
quarterly interest period accrued to, but excluding, the Redemption Date.


 


(ii)Notice
of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery,
to each Holder of the Series 2020 Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption
Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information
set forth in Section 11.04 of the Base Indenture and the delivery of such shall be subject to the terms of the Indenture.


 


(iii)Any
exercise of the Company’s option to redeem the Series 2020 Notes shall be done in compliance with the Investment Company
Act.


 


(iv)If
less than all of the Series 2020 Notes are to be redeemed at any time, the Trustee shall select the Series 2020 Notes to be redeemed
(1) if the Series 2020 Notes are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Series 2020 Notes are listed, (2) on a pro rata basis to the extent practicable or (3)
by lot or such similar method in accordance with the procedures of DTC.


 


(v)Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the
Series 2020 Notes called for redemption hereunder.


 


(i)The Series 2020 Notes
shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.


 


(j)The Series 2020 Notes
shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.


 


(k)Holders of the Series
2020 Notes shall not have the option to have the Series 2020 Notes repaid prior to the Stated Maturity other than in accordance
with Article Thirteen of the Indenture.


 


ARTICLE II

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 2.01. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by replacing
the definition of “Business Day” in Section 1.01 thereof with the following:


 




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


 


Section 2.02. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the
following defined terms to Section 1.01 thereof in appropriate alphabetical sequence, as follows:


 


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


 


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


 


ARTICLE III

SECURITIES FORMS


 


Section 3.01. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Two of the Base Indenture shall be amended by adding the
following new Section 2.04 thereto, as set forth below:


 


“Section 204. Certificated
Notes.


 


Notwithstanding anything to
the contrary in the Indenture, Series 2020 Notes in physical, certificated form shall be issued and delivered to each person that
the Depositary identifies as a beneficial owner of the related Series 2020 Notes only if:


 


(1) the Depositary notifies the
Company at any time that it is unwilling or unable to continue as depositary for the Series 2020 Notes in global form and a successor
depositary is not appointed within 90 days; or


 


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


 


ARTICLE IV

COVENANTS


 


Section 5.01. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by replacing
Section 10.06 thereof in its entirety with the following:


 


“Section 10.06. [RESERVED]”


 


Section 5.02. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by replacing
Section 10.07 thereof in its entirety with the following:


 




    4 


     


    

 


“Section 10.07. Waiver
of Certain Covenants.


 


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


 


Section 5.03. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the
following new Sections 10.08 through 10.12 thereto, each as set forth below:


 


“Section 10.08. Closed-end Fund.


 


The Company hereby agrees,
that for the period of time during which Series 2020 Notes are Outstanding, the Company will remain a non-diversified closed-end
management investment company for purposes of the Investment Company Act.”


 


“Section 10.09. Ranking.


 


The Company hereby agrees,
that for the period of time during which Series 2020 Notes are Outstanding, the Company’s payment obligations under the Indenture
and the Series 2020 Notes shall at all times rank pari passu, without preference or priority, with all of the Company’s
existing and future unsecured indebtedness and senior to any preferred stock the Company may issue.”


 


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


 


The Company hereby agrees
that for the period of time during which Series 2020 Notes are Outstanding, the Company will not violate, whether or not it is
subject to, Section 18(a)(1)(A) of the Investment Company Act, as in effect from time to time or any successor provisions thereto,
giving effect, in either case, to any exemptive relief granted to the Company by the Commission.”


 


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


 


The Company hereby agrees
that for the period of time during which Series 2020 Notes are Outstanding, the Company will not violate, whether or not it is
subject to, Section 18(a)(1)(B) of the Investment Company Act, as in effect from time to time or any successor provisions thereto,
giving effect, in either case, to (i) any exemptive relief granted to the Company by the Commission and (ii) no-action relief
granted by the Commission to another closed-end investment company (or to the Company if it determines to seek such similar no-action
or other relief) permitting the closed-end investment company to declare any cash dividend or distribution notwithstanding the
prohibition contained in Section 18(a)(1)(B) of the Investment Company Act in order to maintain the closed-end investment company’s
status as a regulated investment company under Subchapter M of the United States Internal Revenue Code of 1986, as amended.”


 


“Section 10.12. Commission Reports and
Reports to Holders.


 


The Company hereby agrees
that if, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file
any periodic reports with the Commission, the Company agrees to furnish to the Holders of Series 2020 Notes and the Trustee for
the period of time during which the Series 2020 Notes are Outstanding: (i) within 60 days after the end of the each fiscal year
of the Company, audited annual consolidated financial statements of the Company and (ii) within 60 days after the end of the second
fiscal quarter of the Company, unaudited interim consolidated financial statements of the Company. All such financial statements
shall be prepared, in all material respects, in accordance with GAAP, as applicable.”


 




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ARTICLE V


REDEMPTION FOR ASSET COVERAGE


 


Section 5.01. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, the Base Indenture shall be amended by adding the following new
Section 11.08 thereto, as set forth below:


 


“Section 11.08. Redemption for Asset Coverage.



 


(i)If the Company shall
fail to maintain asset coverage (as defined in Section 18(h) of the Investment Company Act) with respect to the Securities of 300%
as of the last Business Day of any calendar quarter and such failure is not cured as of the close of business on the date that
is 30 calendar days following the date of filing of the Company’s Annual Report on Form N-CSR, Semiannual Report on Form
N-CSRS or Quarterly Report on Form N-Q with the Commission with respect to such calendar quarter (such Business Day, the “Asset
Coverage Cure Date”), the Company shall fix a Redemption Date and proceed to redeem, in accordance with Sections 11.03
through 11.07, an aggregate principal amount of Securities (which in the Company’s sole option may include any number or
portion of the Series 2020 Notes) that, when combined with any shares of preferred stock, par value $0.001 per share, of the Company
redeemed pursuant to mandatory redemption for failing to maintain the asset coverage required by Section 18 of the Investment Company
Act in respect of such preferred stock, (i) results in the Company having asset coverage of at least 300% or (ii) if smaller, the
maximum aggregate principal amount of Securities that can be redeemed out of funds legally available for such redemption; provided,
that, in connection with any such redemption for failure to maintain the asset coverage required by the Investment Company Act,
the Company may, at its sole option, redeem such additional amount of Securities (including the Series 2020 Notes) that shall result
in the Company having asset coverage of up to and including 385%.


 


(ii)The Company
shall effect any redemption pursuant to this Section 11.08 on the date fixed by the Company, which date will not be later than
90 calendar days after the Asset Coverage Cure Date, except that if the Company does not have funds legally available for the redemption
of all of the aggregate principal amount of Series 2020 Notes which have been designated to be redeemed or the Company otherwise
is unable to effect such redemption on or prior to 90 calendar days after the Asset Coverage Cure Date, the Company shall redeem
those Series 2020 Notes which the Company was unable to redeem on the earliest practicable date on which the Company is able to
effect such redemption.


 


(iii)The Redemption Price
for the Series 2020 Notes redeemed pursuant to this Section 11.08 shall be $25 per Series 2020 Note plus accrued and unpaid interest
otherwise payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.


 


(iv)If less than all of
the Series 2020 Notes are to be redeemed pursuant to this Section 11.08 at any time, the Trustee shall select the Series 2020 Notes
to be redeemed (1) if the Series 2020 Notes are listed on any national securities exchange, in compliance with the requirements
of the principal national securities exchange on which the Series 2020 Notes are listed, (2) on a pro rata basis to the extent
practicable or (3) by lot or such similar method in accordance with the procedures of DTC.


 


(v)Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Series 2020
Notes called for redemption pursuant to this Section 11.08.”


 




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ARTICLE VI

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 6.01. Except as may be provided
in a Future Supplemental Indenture, for the benefit of the Holders of the Series 2020 Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Fourteen of the Base Indenture shall be amended by replacing
Section 14.03 thereof in its entirety with the following:


 


“Section 14.03.
Covenant Defeasance.


 


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


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.01. This First Supplemental Indenture
and the Series 2020 Notes shall be governed by and construed in accordance with the laws of the State of New York, without reference
to its conflicts of law principles. This First Supplemental Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.


 


Section 7.02. In case any provision
in this First Supplemental Indenture or in the Series 2020 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 7.03. This First Supplemental
Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same First Supplemental Indenture. The exchange of copies of this First
Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute
effective execution and delivery of this First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.


 


Section 7.04. The Base Indenture,
as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture
and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Series
2020 Notes. All provisions included in this First Supplemental Indenture supersede any conflicting provisions included in the Base
Indenture with respect to the Series 2020 Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture,
as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base
Indenture, as supplemented by this First Supplemental Indenture.


 




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Section 7.05. The provisions of this First Supplemental
Indenture shall become effective as of the date hereof.


 


Section 7.06. Notwithstanding anything else
to the contrary herein, the terms and provisions of this First Supplemental Indenture shall apply only to the Series 2020 Notes
and shall not apply to any other series of Securities under the Indenture and this First Supplemental Indenture shall not and does
not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the
Indenture, whether now or hereafter issued and Outstanding.


 


Section 7.07. The recitals contained herein
and in the Series 2020 Notes, except the Trustee’s certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this First Supplemental Indenture, the Series 2020 Notes or any Additional Notes, except that the Trustee represents
that it is duly authorized to execute and deliver this First Supplemental Indenture, authenticate the Series 2020 Notes and any
Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the
Company of the Series 2020 Notes or any Additional Notes or the proceeds thereof.


 


[Signature Page Follows]


 




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


 


 


EAGLE POINT CREDIT COMPANY INC.


 


By: _________________________________________


Name:


Title:


 


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
Trustee


 


By: _________________________________________


Name:


Title:


 


 




    
[Signature Page to First Supplemental Indenture]



     


    

 


EXHIBIT A


 


[FORM OF GLOBAL NOTE]


 


THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER DEFINED AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


Eagle Point Credit Company Inc.


 





	No.	$             
	 	CUSIP No. 269809 208
	 	ISIN No. US2698092085




 



7.00% Notes due 2020


 


Eagle Point Credit Company Inc.,
a Delaware corporation (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of                       
(U.S. $           ) on December 31, 2020 (or the next succeeding Business
Day, and no additional interest shall accrue as a result of such delayed payment), and to pay interest thereon from                  
or, thereafter, from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March
31, June 30, September 30 and December 31 of each year, commencing                  
(provided, that if an Interest Payment Date falls on a day that is not a Business Day in The City of New York, then the
applicable interest payment shall be made on the next succeeding Business Day, and no additional interest shall accrue as a result
of such delayed payment), at the rate of 7.00% per annum of the principal amount, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided
in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record
Date for such interest, which shall be March 15, June 15, September 15 and December 15 of each year, commencing                 
(provided that if a Regular Record Date falls on a day that is not a Business Day in The City of New York, then that Regular
Record Date shall be the next succeeding Business Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed 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 principal of (and
premium, if any, on) this Security shall be made at the Corporate Trust Office of the Trustee in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and private debts, and payment of interest shall be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided,
however, that at the option of the Holder, payment of principal of (and premium, if any, on) and interest on this Security
may be made by wire transfer of immediately available funds to an account at a bank in the United States; provided, further,
however, that so long as this Security is registered to Cede & Co., such payment shall be made by wire transfer in accordance
with the procedures established by DTC and the Trustee.


 




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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.


 




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


 


EAGLE POINT CREDIT COMPANY INC.


By:                                                   


Name:Thomas P. Majewski


Title: Chief Executive Officer


Attest


By:                                                   


Name: Courtney B. Fandrick


Title:Secretary, Eagle Point Credit Company Inc.


Dated:                  ,
2015


 


 




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


 


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
Trustee


 


By: _________________________________________


Authorized Signatory


Dated:                  ,
2015


 




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Eagle Point Credit Company Inc.


7.00% Notes due 2020


 


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


 


This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount to $28,750,000. Under a Board Resolution, an Officer’s
Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of
the Holders of Securities, issue additional Securities of this series (in any such case, “Additional Securities”)
having the same ranking and the same interest rate, maturity and other terms as the Securities. Any Additional Securities and the
existing Securities shall constitute a single series under the Indenture and all references to the relevant Securities herein shall
include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented
hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.


 


The Securities of this series
are subject to redemption in whole or in part, at any time or from time to time, at the option of the Company, on or after December
31, 2017 at a Redemption Price of $25 per security plus accrued and unpaid interest payments otherwise payable for the then-current
quarterly interest period to, but excluding, the Redemption Date.


 


In addition, the Securities of this series
are subject to redemption if the Company fails to maintain asset coverage (as defined in Section 18(h) of the Investment Company
Act) with respect to the Securities of 300% as of the last Business Day of any calendar quarter and such failure is not cured as
of the date that is 30 calendar days following the date of filing of the Company’s Annual Report on Form N-CSR, Semiannual
Report on Form N-CSRS or Quarterly Report on Form N-Q with the Commission with respect to such calendar quarter at a Redemption
Price equal to $25 per security plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest
period to, but excluding, the Redemption Date.


 


Notice of redemption shall be
given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder
of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the
Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in
Section 11.04 of the Base Indenture.


 


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


 


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


 


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


 




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


 


Holders of Securities do not
have the option to have the Securities repaid prior to December 31, 2020.


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing (other than Events of Default related to certain events of bankruptcy, insolvency
or reorganization as set forth in the Indenture), the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


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


 


As provided in and subject to
the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (1) such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,
(2) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee, (3) such Holder offered
the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with
such request, (4) for sixty (60) days after receipt of such notice, request and offer of indemnity, the Trustee shall have failed
to institute any such proceeding, and (5) the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request. The foregoing shall not apply
to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 






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