THIRD SUPPLEMENTAL INDENTURE
ALCENTRA CAPITAL CORPORATION
U.S. BANK NATIONAL ASSOCIATION,
Dated as of February 20, 2015
THIS THIRD SUPPLEMENTAL INDENTURE (this
“Third Supplemental Indenture”), dated as of February 20, 2015, is between Alcentra Capital Corporation, a Maryland
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).
OF THE COMPANY
The Company and the Trustee executed and
delivered an Indenture, dated as of January 30, 2015 (the “Base Indenture” and, as supplemented by this Third 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 previously entered into the
First Supplemental Indenture, dated as of January 30, 2015 (the “First Supplemental Indenture”), and the Second Supplemental
Indenture, dated as of February 12, 2015 (the “Second Supplemental Indenture”), each of which amended and supplemented
the Base Indenture. Neither the First Supplemental Indenture nor the Second Supplemental Indenture is applicable to the Notes (as
The Company desires to issue and sell $1,000,000
aggregate principal amount of the Company’s 6.375% Notes due 2020 (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 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
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 Indenture (“Future Supplemental
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:
TERMS OF THE NOTES
Section 1.01. Terms
of the Notes. The following terms relating to the Notes are hereby established:
Notes shall constitute a series of Senior Securities having the title “6.375% Notes due 2020.” The Notes shall bear
a CUSIP number of 01374TAC6 and an ISIN number of US01374TAC62.
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 $1,000,000. 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 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.
entire outstanding principal of the Notes shall be payable on February 15, 2020.
rate at which the Notes shall bear interest shall be 6.375% per annum (the “Applicable Interest Rate”). The date from
which interest shall accrue on the Notes shall be February 20, 2015, 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
August 15, 2015 (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 February 20, 2015, 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 office of the Trustee located at 60 Livingston Avenue, St. Paul,
MN 55107, Attention: Alcentra Capital Corporation (6.375% Notes due 2020) and 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.
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 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 203 and 305 of the Base Indenture.
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.
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 1007 and 1008 of the Indenture.
Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:
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 February
15, 2016, 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 semi-annual interest period accrued to, but excluding, the date fixed for redemption.
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.
exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent
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.
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.
"Survivor's Option" is defined in Section 2.01 and is a provision in the Notes pursuant to which the Company agrees to
repay that Note, if requested by the authorized representative of the beneficial owner of that Note, following the death of the
beneficial owner of the Note, so long as the Note was owned by that beneficial owner or the estate of that beneficial owner at
least six months prior to the request.
Upon the valid exercise of the Survivor's
Option and the proper tender of that Note for repayment, the Company will repay or repurchase that Note, in whole or in part, at
a price equal to 100% of the principal amount of the deceased beneficial owner's interest in that Note plus unpaid interest accrued
to the date of repayment, subject to the Company’s discretionary right to limit such repayments or repurchases as specified
To be valid, the Survivor's Option must be
exercised by or on behalf of the person who has authority to act on behalf of the deceased beneficial owner of the Note (including,
without limitation, the personal representative or executor of the deceased beneficial owner or the surviving joint owner with
the deceased beneficial owner) under the laws of the applicable jurisdiction.
The death of a person holding a beneficial
ownership interest in a Note as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the
deceased holder's spouse, will be deemed the death of a beneficial owner of that Note, and the entire principal amount of the Note
so held will be subject to repayment by the Company upon request. However, the death of a person holding a beneficial ownership
interest in a Note as tenant in common with a person other than such deceased holder's spouse will be deemed the death of a beneficial
owner only with respect to such deceased person's interest in the Note.
The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership interests in a Note will be deemed the death of the beneficial
owner of that Note for purposes of the Survivor's Option, regardless of whether that beneficial owner was the registered holder