Exhibit 4.2
THIRD SUPPLEMENTAL INDENTURE
between
GOLUB CAPITAL BDC, INC.
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of August 3, 2021
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third
Supplemental Indenture”), dated as of August 3, 2021, is between Golub Capital BDC, Inc., a Delaware corporation (the
“Company”), and U.S. Bank National Association, 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
The Company and the Trustee executed and delivered
an Indenture, dated as of October 2, 2020 (the “Base Indenture” and, as amended and supplemented by this Third
Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s
secured or unsecured indebtedness (the “Securities”), to be issued in one or more series as provided in the Indenture.
The Company desires to issue and sell $350,000,000
aggregate principal amount of the Company’s 2.050% Notes due 2027 (the “Notes”).
The Company previously entered
into the First Supplemental Indenture, dated as of October 2, 2020 (the “First Supplemental Indenture”), and the
Second Supplemental Indenture, dated as of February 24, 2021 (the “Second Supplemental Indenture”), both of which
amended and supplemented the Base Indenture. The First Supplemental Indenture and Second Supplemental Indenture are not applicable
to the Notes.
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 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 2.01 and Section 3.01 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 (subject to amendment as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).
The Company has duly authorized the execution and
delivery of this Third Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this
Third 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 “2.050% Notes due 2027.” The Notes shall bear a CUSIP
number of 38173M AC6 and an ISIN number of US38173MAC64.
(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 3.04, 3.05, 3.06,
9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are
deemed never to have been authenticated and delivered under the Indenture) shall be $350,000,000. Under a Board Resolution, Officers’
Certificate pursuant to Board Resolutions or Future Supplemental Indenture, 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 provided that, if such Additional Notes are not fungible with the Notes (or
any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes will have different CUSIP numbers
from the Notes (and any such other tranche of Additional 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 February 15, 2027, unless earlier redeemed or repurchased in accordance
with the provisions of this Third Supplemental Indenture.
(d) The
rate at which the Notes shall bear interest shall be 2.050% per annum. The date from which interest shall accrue on the Notes shall be
August 3, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates
for the Notes shall be February 15 and August 15 of each year, commencing February 15, 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
August 3, 2021 (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 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 February 1 and August 1
(whether or not a Business Day), as the case may be, next 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 Corporate Trust Office of the Trustee 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 (1) check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) transfer to an account
maintained by the Person entitled thereto located in the United States; 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 Third 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 2.03 and 3.05 of the Base Indenture.
(f) The
depository for such Global Notes (the “Depository”) shall be The Depository Trust Company. The Security Registrar with
respect to the Global Notes shall be the Trustee.
(g) The
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 10.09 of the Indenture.
(h) The
Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) (A) The
Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price
equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date:
(1) 100%
of the principal amount of the Notes to be redeemed, or
(2) the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the
Redemption Date) on the Notes to be redeemed through the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points.
(B) Notwithstanding
the foregoing, at any time on or after January 15, 2027, the Company may redeem some or all of the Notes at any time or from time
to time at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the Redemption Date.
For purposes of calculating the Redemption Price
in connection with the redemption of the Notes, on any Redemption Date, the following terms shall have the meanings set forth below:
“Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed
as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury
Rate will be determined by the Company.
“Comparable Treasury Issue” means the
United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the
Notes to be redeemed (assuming the Notes matured on the applicable Par Call Date) that would be utilized, at the time of selection and
in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of the Notes being redeemed.
“Comparable Treasury Price” means (1) the
average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
“Par Call Date” means January 15,
2027, which is the date that is one month prior to the maturity date of the Notes.
“Quotation Agent” means a Reference
Treasury Dealer selected by the Company.
“Reference Treasury Dealer” means each
of (1) a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc. and (2) J.P. Morgan
Securities LLC or its affiliates which are primary U.S. government securities dealers, and their respective successors; provided, however,
that if any of the foregoing or its affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company shall select another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third Business Day preceding such
Redemption Date.
All determinations made by any Reference Treasury
Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error.
(ii) Notice
of redemption shall be given in writing and mailed, first-class postage prepaid, by overnight courier guaranteeing next-day delivery,
by facsimile, or by electronic mail, provided that so long as the Notes are registered to Cede & Co., such notice shall be given
in accordance with the Trustee’s and the Depository’s standard practices and procedures, 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, facsimile
number or email address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04
of the Base Indenture.
(iii) Any
exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If
the Company elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected in accordance with the
applicable procedures of the Depository so long as the Notes are registered to the Depository or its nominee and, if the Notes to be redeemed
are not then held by the Depository, the Trustee shall select the Notes to be redeemed (A) if the Notes are listed on any national
securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed,
(B) on a pro rata basis to the extent practicable or (C) to the extent that selection on a pro rata basis is not
practicable, by lot or such other similar method the Trustee deems to be fair and appropriate; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.
(v) 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 12.01 of the Base Indenture.
(j) The
Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(k) Holders
of the Notes will not have the option to have the 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 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 in appropriate alphabetical sequence, as follows:
“Adviser” means GC Advisors
LLC, a Delaware limited liability company.
“Below Investment Grade Rating Event”
means the Notes are downgraded below Investment Grade by all three Rating Agencies on any date from the date of the public notice of an
arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change
of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade
by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction
in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment
Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction
in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request
that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment
Grade Rating Event).
“Change of Control” means the
occurrence of any of the following:
| |
(1) |
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition; |
| |
(2) |
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; or |
| |
(3) |
the approval by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company. |
“Change of Control Repurchase Event”
means the occurrence of a Change of Control and a Below Investment Grade Rating Event.
“Controlled Subsidiary” means
any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect
Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management
or policies, whether through the ownership of voting equity interests, by agreement or otherwise.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and any statute successor thereto.
“Fitch” means Fitch Ratings, Inc.,
also known as Fitch Ratings, or any successor thereto.
“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.
“Investment Company Act” means
the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to the extent applicable,
and any statute successor thereto.
“Investment Grade” means a rating
of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its
equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor
rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s
control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
“Moody’s” means Moody’s
Investor Services, Inc., or any successor thereto.
“Permitted Holders” means (i) the
Company, (ii) one or more of the Company’s Controlled Subsidiaries and (iii) the Adviser or any affiliate of the Adviser
that is organized under the laws of a jurisdiction located in the United States of America and is in the business of managing or advising
clients.
“Rating Agency” means:
| |
(1) |
each of Fitch, Moody’s and S&P; and |
| |
|
|
| |
(2) |
if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Fitch, Moody’s and/or S&P, as the case may be. |
“Significant Subsidiary” means
any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under
the Exchange Act, as such regulation is in effect on the date of this Indenture (but excluding any Subsidiary which is (a) a non-recourse
or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company
for purposes of GAAP).
“S&P” means S&P Global
Ratings, or any successor thereto.
“Voting Stock” as applied to
stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such
Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.
Section 2.02 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 One of the Base Indenture shall be amended by amending the
definition of “Subsidiary” in Section 1.01 to add the following sentence at the end of such definition:
“In addition, for purposes of this definition,
“Subsidiary” shall exclude any investments held by the Company in the ordinary course of business which are not, under GAAP,
consolidated on the financial statements of the Company and its Subsidiaries.”
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 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 2.04.
Certificated Notes.
Notwithstanding anything to the contrary in the
Indenture, Notes in physical, certificated form will be issued and delivered to each person that the Depository identifies as a beneficial
owner of the related Notes only if:
(a) the
Depository notifies the Company at any time that it is unwilling or unable to continue as depositary for the Notes in global form and
a successor depositary is not appointed within 90 days;
(b) the
Depository ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;
or
(c) an
Event of Default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued
in physical, certificated form.”
ARTICLE IV
REMEDIES
Section 4.01 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 5.01(a) of the Base Indenture shall be amended by replacing
clause (ii) thereof with the following:
“(ii) default
in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its Maturity;”
Section 4.02 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 5.01(a) of the Base Indenture shall be amended by replacing
clause (iv) thereof with the following:
“(iv) default
in the performance, or breach, of any covenant or agreement of the Company in this Indenture or the Notes (other than a covenant or agreement
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or that has expressly been included
in this Indenture solely for the benefit of a series of Securities other than the Notes), and continuance of such default or breach for
a period of 60 consecutive days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;”
Section 4.03 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 5.01(a) of the Base Indenture shall be amended by replacing
clause (vii) thereof with the following:
“(vii) if,
pursuant to Section 18(a)(1)(c)(ii) and Section 61 of the Investment Company Act, or any successor provisions, on the last
Business Day of each of twenty-four consecutive calendar months any class of the Company’s securities shall have an asset coverage
(as such term is used in the Investment Company Act) of less than 100 per centum, giving effect to any amendments to such provision of
the Investment Company Act and any exemptive relief granted to the Company by the Commission;”
Section 4.04 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 5.01(a) of the Base Indenture shall be amended by adding
the following language as clause (ix) thereof:
“(ix) default
by the Company or any of its Significant Subsidiaries, with respect to any mortgage, agreement or other instrument under which there may
be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100 million in the aggregate
of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting
in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of
any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless,
in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar
days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Notes then Outstanding.”
Section 4.05 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 Five of the Base Indenture shall be amended by deleting Section 5.01(b).
Section 4.06 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 Five of the Base Indenture shall be amended by replacing
the first paragraph of Section 5.02 with the following:
“If an Event of Default with respect to the
Notes occurs and is continuing, then and in every such case (other than an Event of Default specified in Section 5.01(v) or
5.01(vi)), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may (and the Trustee shall at
the request of such Holders) declare the principal of all the Outstanding Notes to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof
shall become immediately due and payable; provided that 100% of the principal of, and accrued and unpaid interest on, the Notes will automatically
become due and payable in the case of an Event of Default specified in Section 5.01(v) or 5.01(vi) hereof.”
Section 4.07 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 Five of the Base Indenture shall be amended by replacing
the clauses (iii) and (iv) of Section 5.07 with the following:
“(iii) such
Holder or Holders have offered to the Trustee indemnity, security or both satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;
(iv) the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity, security or both has failed to institute any such
proceeding; and”
ARTICLE V
COVENANTS
Section 5.01 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 10.08 and 10.09 thereto, each as set forth below:
“Section 10.08.
Section 18(a)(1)(A) of the Investment Company Act.
The Company agrees that for the period of time
during which the 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 modified by Section 61(a)(1) and (2) of the Investment Company Act or any successor provisions,
as such obligations may be amended or superseded, giving effect to any exemptive relief granted to the Company by the Commission.”
Section 10.09.
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 each fiscal year of the Company, 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, as applicable.”
ARTICLE VI
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
Section 6.01 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 Eight of the Base Indenture shall be amended by replacing
Section 8.01 thereof with the following:
“SECTION 8.01. Company
May Consolidate, Etc., Only on Certain Terms.
The Company shall not
merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company),
or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of
doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to
be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless:
(i) the
Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed
by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited
liability company organized and existing under the laws of the United States of America or any state or territory thereof;
(ii) the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee,
executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any,
and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of
this Indenture to be performed by the Company;
(iii) immediately
after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing;
and
(iv) the
Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating
that such transaction and the supplemental indenture, if any, in respect thereto, comply with this Section 8.01 and that all conditions
precedent in this Indenture relating to such transaction have been complied with.
For the purposes of this
Section 8.01, the sale, transfer, lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company,
which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company
on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.”
ARTICLE VII
OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT
Section 7.01 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 Thirteen of the Base Indenture shall be amended by replacing
Sections 13.01 to 13.05 with the following:
“SECTION 13.01. Change of Control.
If a Change of Control Repurchase Event occurs,
unless the Company shall have exercised its right to redeem the Notes in full, the Company shall make an offer to each Holder of the Notes
to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof)
of that Holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any
accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase. Within 30 days following any Change
of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the
Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute or may constitute
the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be
no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of
consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring
on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 promulgated
under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions
of any securities laws or regulations conflict with this Section 13.01, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under this Section 13.01 by virtue of such conflict.
On the Change of Control Repurchase Event payment
date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Company shall, to the extent
lawful:
(i) accept
for payment all Notes or portions of Notes properly tendered pursuant to its offer;
(ii) deposit
with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered;
and
(iii) deliver
or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate
principal amount of Notes being purchased by the Company.
The Paying Agent will promptly remit to each Holder
of Notes properly tendered the purchase price for the Notes, and, upon written instruction from the Company, the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple
of $1,000 in excess thereof.
If any Repayment Date upon a Change of Control
Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day
and no additional interest will accrue as a result of such delayed payment.
The Company will not be required to make an offer
to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes in the manner,
at the time and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes
properly tendered and not withdrawn under its offer.”
ARTICLE VIII
MISCELLANEOUS
Section 8.01 This
Third Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. This
Third 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 8.02 In
case any provision in this Third 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 8.03 This
Third Supplemental Indenture may be executed in counterparts, each of which shall be an original, but such counterparts will together
constitute but one and the same Third Supplemental Indenture. Counterparts may be delivered via facsimile, pdf, attachment, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 8.04 The
Base Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects ratified and confirmed, and the Base
Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the
Notes. All provisions included in this Third 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 Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented
by this Third Supplemental Indenture.
Section 8.05 The
provisions of this Third Supplemental Indenture shall become effective as of the date hereof.
Section 8.06 Notwithstanding
anything else to the contrary herein, the terms and provisions of this Third Supplemental Indenture shall apply only to the Notes and
shall not apply to any other series of Securities under the Indenture and this Third 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 8.07 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 Third Supplemental Indenture, the
Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Third 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.
Section 8.08 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.
IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplemental Indenture to be duly executed as of the date first above written.
| |
GOLUB CAPITAL BDC, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ David B. Golub |
| |
Name: |
David B. Golub |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
U.S. BANK NATIONAL ASSOCIATION, |
| |
as Trustee |
| |
|
|
| |
|
|
| |
By: |
/s/ Michael Judge |
| |
Name: |
Michael Judge |
| |
Title: |
Vice President |
[Signature page to Third Supplemental Indenture]
Exhibit A - Form of Global Note
This Security
is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company
or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security
in whole or in part may be registered, in the name of any Person other than The Depository Trust Company or a nominee thereof, except
in the limited circumstances described in the Indenture.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company to the 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.
Golub Capital BDC, Inc.
| No. |
$ |
| |
CUSIP No. 38173M AC6 |
| |
ISIN No. US38173MAC64 |
2.050% Notes due 2027
Golub Capital BDC, 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 _______________ (U.S. $___) on February 15, 2027, and to pay interest thereon from August 3, 2021 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15 and August 15
in each year, commencing February 15, 2022, at the rate of 2.050% 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 February 1 and August 1 (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)
and any such interest on this Security will be made at the Corporate Trust Office of 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 (1) check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (2) transfer to an account maintained by the Person entitled thereto located
in the United States; 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:
| |
GOLUB CAPITAL BDC, INC. |
| |
|
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
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 |
Golub Capital BDC, Inc.
2.050% Notes due 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 October 2, 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 amended and supplemented by
the Third Supplemental Indenture relating to the Securities, dated as of August 3, 2021, between the Company and the Trustee (herein
called the “Third Supplemental Indenture”; and the Third Supplemental Indenture and the Base Indenture together are herein
called the “Indenture”). In the event of any conflict between the Base Indenture and the Third Supplemental Indenture, the
Third 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 $350,000,000. 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, provided that, if such Additional Securities are not fungible with the
Securities (or any other tranche of Additional Securities) for U.S. federal income tax purposes, then such Additional Securities will
have different CUSIP numbers from the Securities represented hereby (and any such other tranche of Additional 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, at a Redemption Price equal to the greater of the
following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date:
| (a) | 100% of the principal amount of the Securities to be redeemed, or |
| (b) | the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to the Redemption Date) on the Securities to be redeemed thought the Par Call Date, discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis
points. |
Notwithstanding the foregoing, at any time on or
after January 15, 2027, the Company may redeem some or all of the Securities at any time or from time to time at a Redemption Price
equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the
Redemption Date.
For purposes of calculating the Redemption Price
in connection with the redemption of the Securities, on any Redemption Date, the following terms have the meanings set forth below:
“Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed
as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury
Rate will be determined by the Company.
“Comparable Treasury Issue” means the
United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the
Securities to be redeemed (assuming the Securities matured on the applicable Par Call Date) that would be utilized, at the time of selection
and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities being redeemed.
“Comparable Treasury Price” means (1) the
average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
“Par Call Date” means January 15,
2027, which is the date that is one month prior to the Maturity Date of the Securities.
“Quotation Agent” means a Reference
Treasury Dealer selected by the Company.
“Reference Treasury Dealer” means each
of (1) a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc. and (2) J.P. Morgan
Securities LLC or its affiliates which are primary U.S. government securities dealers, and their respective successors; provided, however,
that if any of the foregoing or its affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company shall select another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third Business Day preceding such
Redemption Date.
All determinations made by any Reference Treasury
Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error.
Notice of redemption shall be given in writing
and mailed, first-class postage prepaid, by overnight courier guaranteeing next-day delivery, by facsimile or by electronic mail 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, facsimile number or email 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 will be done in compliance with the Investment Company Act, to the extent applicable.
If the Company elects to redeem only a portion
of the Securities, the particular Securities to be redeemed will be selected in accordance with the applicable procedures of the Depository
so long as the Securities are registered to the Depository or its nominee and, if the Securities to be redeemed are not then held by the
Depository or its nominee, the Trustee shall select the Securities to be redeemed (A) 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,
(B) on a pro rata basis to the extent practicable or (C) to the extent that selection on a pro rata basis is not
practicable, by lot or such other similar method the Trustee deems to be fair and appropriate; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $2,000.
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 will have the right to require the Company
to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the Indenture.
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 (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. In the case of certain events of bankruptcy, insolvency or reorganization described in the Indenture,
100% of the principal of and accrued and unpaid interest on the Securities will automatically become due and payable.
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, security
or both. 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 $2,000 and any integral multiples of $1,000 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.
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 of 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.
