Exhibit 4.2


 





FIRST SUPPLEMENTAL INDENTURE


 


between


 


CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


as Trustee


 


Dated as of July 17, 2020




 






     


     


    

 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE (this
 “First Supplemental Indenture”), dated as of July 17, 2020, is between Chicken Soup for the Soul Entertainment Inc.,
a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
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 July 17, 2020 (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 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 $21,000,000 aggregate principal amount (or up to $24,150,000 aggregate principal amount if the underwriters’ option to
purchase additional Securities is exercised in full) of the Company’s 9.50% Notes due July 31, 2025 (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 First Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to
make this First 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 “9.50% Notes due July 31, 2025.” The Notes shall
bear a CUSIP number of 16842Q 308 and an ISIN of US16842Q3083.


 


(b)       (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 $21,000,000 (or up
to $24,150,000 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 July 31, 2025, 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 9.50% per annum. The Interest Payment Dates for the Notes shall be March 31,
June 30, September 30 and December 31 of each year, commencing September 30, 2020 (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 July
17, 2020, to, but excluding, September 30, 2020, 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: Bondholder Communication (Chicken
Soup for the Soul Entertainment Inc., 9.50% Notes Due July 31, 2025) 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 First 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 July 31,
2022, 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. In addition,
in the event of a merger or sale of the Company or substantially all of its assets or a majority of the Company’s equity
(on an after issued basis) in one or a series of related transactions, the company shall have the right to redeem the Notes prior
to July 31, 2022 in connection with the consummation of such transactions on the terms forth herein.


 


(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.


 


(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. Dividend Payment and Other
Payment Restrictions.


 


The Company hereby agrees that for the period
of time during which Notes are Outstanding, upon (i) the failure to pay interest on any Note when such interest is due and
payable or (ii) the occurrence of an Event of Default and while any such interest payment remains unpaid or such Event of
Default is ongoing, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly to:


 






     


     


    

 


(1)         declare
or pay any dividend, make any distribution on or in respect of the Company’s capital stock or make any similar payment to
the direct or indirect holders of the Company’s capital stock in their capacity as such;


  


(2)         purchase,
repurchase, redeem, retire or otherwise acquire (“Purchase”) for value any capital stock of the Company held by any
Person (other than capital stock held by the Company or a Subsidiary) or any capital stock of a Subsidiary held by any Affiliate
of the Company;


 


(3)         purchase
for value, prior to scheduled maturity, any scheduled repayment of any Subordinated Indebtedness; or


 


(4)         make
any investment in any Person.”


 


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
First 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 First 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 First 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
First 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 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 4.04. 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 Notes. All provisions
included in this First 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
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.


 


Section 4.05.      The
provisions of this First 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 First Supplemental Indenture shall apply only to the Notes
and shall not apply to any other series of Securities under the Base 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 Base Indenture, whether now or hereafter issued and Outstanding.


 


Section 4.07.      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 First Supplemental Indenture,
the 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 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. For
the avoidance of doubt, the Trustee shall be entitled to the rights, authority, privileges, and immunities it receives under the
Base Indenture, including, without limitation, its rights to be indemnified, in connection with its entering into and performing
the obligations imposed by this First Supplemental Indenture.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 






     


     


    

 


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


 


	 	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
	 	 	 
	 	By:	 /s/ William J. Rouhana, Jr.
	 	Name:	  William J. Rouhana, Jr.
	 	Title:	  Chief Executive Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Karen Beard
	 	Name:	 Karen Beard
	 	Title:	 Vice President


 


[Signature page to First 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.


 


Chicken Soup for the Soul Entertainment Inc.


 


	No. 001	 	$21,000,000
	 	 	CUSIP No.: 16842Q 308
	 	 	ISIN:  US16842Q3083


 


9.50% Notes due July 31, 2025


 


Chicken Soup for the Soul Entertainment Inc.,
a corporation duly organized and existing under the laws of Delaware (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 TWENTY-ONE MILLION AND 00/100 Dollars (U.S. $21,000,000) on July 31, 2025 and
to pay interest thereon from July 17, 2020 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,
2020, at the rate of 9.50% 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, MN 55107, Attention: Bondholder Communication (Chicken Soup for the Soul Entertainment Inc., 9.50% Notes Due July 31, 2025)
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:


 


	 	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
	 	 	 
	 	By:	                  
	 	 	Name:
	 	 	Title:


 


	Attest	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Global Note – First 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 NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	            
	 	 	Authorized Signatory


 


[Global Note – First Supplemental
Indenture]


 






     


     


    

 


Chicken Soup for the Soul Entertainment Inc.


 


9.50% Notes due July 31, 2025


 


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 July 17, 2020 (herein called the “Base Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and 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 First Supplemental Indenture relating to the Securities, dated as of July 17, 2020, by and between
the Company and the Trustee (herein called the “First Supplemental Indenture”; the First Supplemental Indenture and
the Base Indenture collectively are 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, which series is initially limited in aggregate principal amount to $21,000,000. 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 July 31, 2022, 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 First 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 July 31, 2025


 


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 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.