Exhibit 4.3





 





Fifth Supplemental Indenture



Dated as of March 8, 2021



to



INDENTURE



Dated as of November 8, 2016



by and among



WPC Eurobond B.V., as Issuer






W. P. Carey Inc., as Guarantor



and



U.S. Bank National Association, as Trustee


 






    


     


    

 


TABLE OF CONTENTS








 




	 	Page
	Article
    One DEFINITIONS	2
	Section 101 Certain Terms Defined in the Indenture	2
	Section 102 Definitions	2
	Article
    Two CERTAIN COVENANTS	8
	Section 201 Limitation on Incurrence of Debt	8
	Section 202 Limitation on the Incurrence of Secured Debt	8
	Section 203 Limitation on the Incurrence of Debt Based on Consolidated EBITDA to Annual Debt Service Charge	9
	Section 204 Maintenance of Unencumbered Asset Value	9
	Article
    Three	9
	Section 301 Possible Future Operating Partnership Guarantee	9
	Section 302 Ranking	10
	Section 303 Waiver of Reimbursement, Indemnity and Subrogation Rights	10
	Section 304 Release of any Operating Partnership Guarantee	10
	Section 301 Supplemental Indenture	10
	Article
    Four FORM AND TERMS OF THE NOTES	10
	Section 401 Form and Dating	10
	Section 402 Certain Terms of the Notes	13
	Section 403 Redemption	14
	Section 404 Additional Terms	16
	Article
    Five MISCELLANEOUS	16
	Section 501 Relationship with Indenture	16
	Section 502 Trust Indenture Act Controls	17
	Section 503 Disclaimer	17
	Section 504 Governing Law	17
	Section 505 Multiple Counterparts	17
	Section 506 Severability	17
	Section 507 Ratification	18
	Section 508 Headings	18
	Section 509 Effectiveness	18
	EXHIBIT A	1





 






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Fifth
Supplemental Indenture


 


This Fifth Supplemental
Indenture, dated as of March 8, 2021 (this “Fifth Supplemental Indenture”), by and among WPC Eurobond B.V.,
a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), as issuer (the “Company”),
W.P. Carey Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association,
as trustee (the “Trustee”), supplements that certain Indenture, dated as of November 8, 2016, by and among the
Company, the Guarantor and the Trustee (the “Original Indenture,” and together with the Fifth Supplemental Indenture,
the “Indenture”).


 


RECITALS


 


The Company has duly
authorized the execution and delivery of the Indenture to provide for the issuance from time to time of its unsecured and unsubordinated
debentures, notes or other evidences of indebtedness (the “Securities”, which term shall include the related
Guarantee (as defined below) unless the context otherwise requires), unlimited as to principal amount, to bear such fixed or floating
rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as provided
for in the Indenture;


 


The Guarantor has duly
authorized the execution and delivery of the Indenture to provide for the guarantee (the “Guarantee”) by the
Guarantor of the payment of the Securities and any other obligations of the Company pursuant to the Indenture in respect of such
Securities.


 


The Indenture provides
that the Securities shall be in the form as may be established by or pursuant to a Board Resolution and set forth in an Officer’s
Certificate or as may be established in one or more supplemental indentures thereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by the Indenture;


 


The Company, the Guarantor,
Elavon Financial Services DAC and U.S. Bank National Association have executed and delivered the Paying Agency Agreement dated
as of March 8, 2021 to appoint Elavon Financial Services DAC as Paying Agent, and U.S. Bank National Association as Registrar and
Transfer Agent;


 


The parties hereto
are entering into this Fifth Supplemental Indenture to establish the terms of the Securities created on or after the date of this
Fifth Supplemental Indenture; and


 


The Company has determined
to issue and deliver, the Guarantor has agreed to guarantee pursuant to the terms of the Indenture and the Trustee shall authenticate,
a series of Securities designated as the Company’s “0.950% Senior Notes due 2030” (hereinafter called the “Notes”,
which term shall include the related Guarantee with respect to such Notes unless the context otherwise requires) pursuant to the
terms of this Fifth Supplemental Indenture and substantially in the form as herein set forth, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by the Indenture and this Fifth Supplemental Indenture.


 






    


     


    

 


NOW, THEREFORE, THIS
FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:


 


For and in consideration
of the premises stated herein, the parties hereto hereby enter into this Fifth Supplemental Indenture, for the equal and proportionate
benefit of all Holders of the Securities and, to the extent expressly set forth herein, Future
Securities, as follows:


 


Article
One


 


DEFINITIONS


 


Section 101
Certain Terms Defined in the Indenture.


 


For purposes of this
Fifth Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms
in the Indenture, as amended and supplemented hereby.


 


Section
102 Definitions.


 


For all purposes of
this Fifth Supplemental Indenture:


 


“Acquired
Debt” means Debt of a Person:


 


		(1)	existing at the time such Person is merged or consolidated with or into the Guarantor or any of
its Subsidiaries or becomes a Subsidiary of the Guarantor; or



 


		(2)	assumed by the Guarantor or any of its Subsidiaries in connection with the acquisition of assets
from such Person.



 


Acquired Debt shall
be deemed to be incurred on the date the acquired Person is merged or consolidated with or into the Guarantor or any of its Subsidiaries
or becomes a Subsidiary of the Guarantor or the date of the related acquisition, as the case may be.


 


“Annual Debt
Service Charge” means, for any period, the interest expense of the Guarantor and its Subsidiaries on a pro forma basis
for such period (determined on a consolidated basis in accordance with GAAP).


 


“Business
Day” means any day, other than a Saturday or Sunday, (i) which is not a day on which banking institutions in the City
of New York or London are authorized or required by law, regulation or executive order to close and (ii) on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system) or any successor thereto, is open.


 


“Capitalization
Rate” means 7.50%.


 


“Certificated
Notes” has the meaning set forth in Section 401(3) of this Fifth Supplemental Indenture.


 


“Clearing
System” means Euroclear or Clearstream, as the case may be and/or any additional or alternative clearing system approved
by the Company, the Trustee and the Paying Agent (provided that such additional or alternative clearing system must also be authorized
to hold the Notes as eligible collateral for Eurosystem monetary policy and intra-day credit operations) collectively.


 






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“Clearstream”
means Clearstream Banking, S.A. and its successors.


 


“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent
Investment Banker, a German government bond whose maturity is closest to the maturity of the Notes to be redeemed, or if the Independent
Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as such
Independent Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected
by such Independent Investment Banker, determine to be appropriate for determining the Comparable Government Bond Rate.


 


“Comparable
Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being
rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on
the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day
of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00
a.m. (London time) on such Business Day as determined by an Independent Investment Banker.


 


“Consolidated
EBITDA” means the Net Income (Loss) of the Guarantor and its Subsidiaries on a pro forma basis for the applicable period,
plus (a) the sum of the following amounts of the Guarantor and its Subsidiaries on a pro forma basis for such period (determined
on a consolidated basis in accordance with GAAP) to the extent included in the determination of such Net Income (Loss): (i) depreciation
expense, (ii) amortization expense and other non-cash charges, (iii) interest expense, (iv) income tax expense, (v) extraordinary
losses and other non-recurring charges (and other losses on asset sales not otherwise included in extraordinary losses and other
non-recurring charges), (vi) noncontrolling interests, and (vii) adjustments as a result of the straight lining of rents, less
(b) extraordinary gains (including, without limitation, gains on asset sales and gains resulting from the early extinguishment
of indebtedness, in each case not otherwise included in extraordinary gains) of the Guarantor and its Subsidiaries on a pro forma
basis for such period (determined on a consolidated basis in accordance with GAAP) to the extent included in the determination
of such Net Income (Loss).


 


“Office of
the Paying Agent” means, initially, the office of Elavon Financial Services DAC, located at 125 Old Broad Street, London
EC2N 1AR, United Kingdom.


 


“CSK”
means Euroclear or Clearstream acting in the capacity of common safekeeper of the Global Note for the Clearing Systems or a person
nominated by the Clearing Systems to perform the role of common safekeeper.


 


“Debt”
means, any indebtedness of the Guarantor or any Subsidiary, whether or not contingent, in respect of:


 


		(1)	borrowed money or evidenced by bonds, notes, debentures, loan agreements or similar instruments;



 






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		(2)	indebtedness secured by any Lien on any property or asset owned by the Guarantor or any Subsidiary,
but only to the extent of the lesser of the amount of indebtedness so secured and the fair market value (determined in good faith
by the board of directors of the Guarantor or a duly authorized committee thereof) of the property subject to such Lien;



 


		(3)	reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually
issued or amounts representing the balance deferred and unpaid of the purchase price of any property except any such balance that
constitutes an accrued expense or trade payable; or



 


		(4)	any lease of property by the Guarantor or any Subsidiary as lessee which is required to be reflected
on the consolidated balance sheet of the Guarantor as a finance lease in accordance with GAAP,



 


and also includes, to the extent not otherwise
included, any non-contingent obligation of the Guarantor or any Subsidiary to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary course of business), Debt of the types referred to above of another
Person other than the Guarantor or any Subsidiary (it being understood that Debt shall be deemed to be incurred by the Guarantor
or any Subsidiary whenever such Person shall create, assume, guarantee or otherwise become liable in respect thereof).


 


“Euro”
or “€” means single currency introduced at the third stage of the European Monetary Union pursuant to the
Treaty establishing the European Community, as amended.


 


“Euroclear”
means Euroclear Bank SA/NV and its successors, as operator of the Euroclear system.


 


“Funded Debt”
means any indebtedness for borrowed money that is (i) in the form of, or represented by, bonds, notes, debentures or other
debt securities and has an aggregate principal amount outstanding of at least $50 million or (ii) incurred pursuant to
a credit agreement or other agreement providing for revolving credit loans, term loans or other debt and has an aggregate principal
amount outstanding or committed of at least $50 million; excluding, in each instance, indebtedness of the Operating Partnership
(as defined below) owed to the Company or the Guarantor.


 


“Future
Securities” has the meaning set forth in Article Two of this Fifth Supplemental Indenture.


 


“GAAP”
means generally accepted accounting principles in the United States of America as set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States of America,
that are applicable to the circumstances as of the date of determination, consistently applied.


 


“Global Notes”
has the meaning set forth in Section 401(1) of this Fifth Supplemental Indenture.


 






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“Independent
Investment Banker” means each of Barclays Bank PLC, BofA Securities Europe SA and Wells Fargo Securities Europe S.A.
and their respective successors, or, if none of such firms are willing or able to select the Comparable Government Bond, an independent
investment banking institution of international standing appointed by the Company.


 


“Lease” 
means a lease, license, concession agreement or other agreement providing for the use or occupancy of any portion of any Project,
including all amendments, supplements, modifications and assignments thereof and all
side letters or side agreements relating thereto.


 


“Lien”
means any mortgage, deed of trust, lien, charge, pledge, security interest, security agreement or other encumbrance of any kind.


 


“Managed
REIT” means a REIT managed or advised by the Guarantor or any of its Subsidiaries.


 


“Management
Contract” means a management contract or advisory agreement under which the Guarantor or any of its Subsidiaries
provides management and advisory services to a third party, consisting of management of properties or provision of advisory services
on property acquisition and dispositions, equity and debt placements and related transactional matters.


 


“Management
Revenues” means, for any period, an amount equal to the aggregate sum of revenues for such period earned by the Guarantor
and its Subsidiaries on a pro forma basis from providing management and advisory services under Management Contracts (determined
on a consolidated basis in accordance with GAAP), including asset management revenue, performance revenue, structuring revenue,
advisor's participation in cash flow (if any), interest income or any revenue earned as stipulated in a Management Contract and
booked for financial reporting purposes, and distributions received for such period related to the ownership of equity in managed
funds and Managed REITs but excluding revenue related to reimbursed costs; provided, however, that Management Revenues shall exclude
any revenues earned under Management Contracts, or distributions received, by the Guarantor and its Subsidiaries on a pro forma
basis from a current Subsidiary that has not been a Subsidiary for the entirety of such period.


 


“Market
Exchange Rate” means the noon buying rate in The City of New York for cable transfers of Euro as certified for customs
purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.


 


“Net
Income (Loss)” means the aggregate of net income (or loss) of the Guarantor and its Subsidiaries on a pro forma
basis for the applicable period (determined on a consolidated basis in accordance with GAAP).


 


“Operating
Partnership” has the meaning set forth in the definition of “UPREIT Reorganization.”


 


“Operating
Partnership Guarantee” has the meaning set forth in Section 301 of this Fifth Supplemental Indenture.


 






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“Paying
Agent” means Elavon Financial Services DAC, as Paying Agent for the Notes, or any successor entity appointed by the Company
as Paying Agent for the Notes in London.


 


“Project” means
any office, industrial/manufacturing facility, educational facility, retail facility, distribution/warehouse facility, assembly
or production facility, hotel, day care center, storage facility, health care/hospital facility, restaurant, radio or TV station,
laboratory, theater, broadcasting/communication facility (including any transmission facility), any combination of any of the foregoing,
or any land to be developed into any one or more of the foregoing pursuant to a written agreement with respect to such land for
a transaction involving a Lease (or franchise agreement, in the case of a hotel), in each case owned, directly or indirectly, by
any of the Guarantor or its Subsidiaries.


 


“Property
EBITDA” means, for any period, an amount equal to Consolidated EBITDA plus corporate level general and administrative
expenses less Management Revenues.


 


“Registrar”
means U.S. Bank National Association, as Registrar for the Notes, or any successor entity appointed by the Company as Registrar
for the Notes.


 


“Regular
Record Date” means the date that is (i) in the case of Notes represented by a Global Note, at the close of business on
the clearing system business day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately
preceding the relevant Interest Payment Date and (ii) in all other cases, 15 calendar days prior to the relevant Interest Payment
Date.


 


“REIT” means
a domestic trust or corporation that qualifies as a real estate investment trust under the provisions of Sections 856 et seq.
of the Code.


 


“Subsidiary”
means (1) any Person (as defined in the indenture but excluding an individual), a majority of the outstanding voting stock, partnership
interests, membership interests or other equity interests, as the case may be, of which is owned or controlled, directly or indirectly,
by the Guarantor and/or by one or more other Subsidiaries of the Guarantor, as the case may be, that is consolidated in the financial
statements of the Guarantor, in accordance with GAAP and (2) and any other Persons that are consolidated with the Guarantor for
purposes of GAAP; provided, however, that calculations with respect to a current Subsidiary that has not been a Subsidiary
for the entire period covered by such calculation applicable to the Notes shall be calculated on a pro forma basis as if such Subsidiary
was a Subsidiary as of the first day of such period. For the purposes of this definition, “voting stock, partnership interests,
membership interests or other equity interests” means stock or interests having voting power for the election of directors,
trustees or managers (or similar members of the governing body of such Person), as the case may be, whether at all times or only
so long as no senior class of stock has such voting power by reason of any contingency.


 






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“Total Asset
Value” means, as of any date, the sum of, without duplication:


 


		(1)	in respect of Projects
owned or ground-leased by the Guarantor and its Subsidiaries for at least four fiscal
quarters (whether or not the applicable Subsidiary of the Guarantor has been a Subsidiary of the Guarantor for at least
four fiscal quarters), the Property EBITDA (excluding any EBITDA attributable to investments in unconsolidated limited partnerships,
unconsolidated limited liability companies and other unconsolidated entities) for such Projects for the previous four consecutive
fiscal quarters divided by the Capitalization Rate;



 


		(2)	in respect of Projects owned or ground-leased by the
Guarantor and its Subsidiaries for less than four fiscal quarters, the cost (original cost
plus capital improvements) of such Projects and related intangibles, before depreciation and amortization, determined on a consolidated
basis in accordance with GAAP; and 



 


		(3)	for all other assets of the Guarantor and its Subsidiaries,
excluding accounts receivable and intangible assets, the value as determined in accordance with GAAP.



 


“Total
Unencumbered Asset Value” means, as of any date, the sum of, without duplication:


 


		(1)	in respect of Projects owned or ground-leased by the
Guarantor and its Subsidiaries for at least four fiscal quarters (whether or not the applicable
Subsidiary of the Guarantor has been a Subsidiary of the Guarantor for at least four fiscal quarters) and which are not subject
to a Lien, the Property EBITDA (excluding any EBITDA attributable to investments in unconsolidated limited partnerships, unconsolidated
limited liability companies and other unconsolidated entities) for such Projects for the previous four consecutive fiscal quarters
divided by the Capitalization Rate;



 


		(2)	in respect of Projects owned or ground-leased by the
Guarantor and its Subsidiaries for less than four fiscal quarters and which are not subject
to a Lien, the cost (original cost plus capital improvements) of such Projects and related intangibles, before depreciation and
amortization, determined on a consolidated basis in accordance with GAAP; and 



 


		(3)	for all other assets of the Guarantor and its Subsidiaries
not subject to a Lien, excluding accounts receivable and intangible assets, the value as
determined in accordance with GAAP; all determined on a consolidated basis in accordance with GAAP; provided, however,
that, all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated
entities shall be excluded from Total Unencumbered Asset Value.



 


“Trustee”
has the meaning set forth in the first paragraph of this Fifth Supplemental Indenture.


 


“United States”
means the United States of America (including the states and the District of Columbia and any political subdivision thereof).


 


“United
States person” means: any individual who is a citizen or resident of the United States for U.S. federal income tax
purposes; a corporation, partnership or other entity created or organized in or under the laws of the United States, any
state of the United States or the District of Columbia, including an entity treated as a corporation for Unites States income
tax purposes; or any estate or trust the income of which is subject to United States federal income taxation regardless of
its source.


 






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“Unsecured
Debt” means Debt of the Guarantor or any of its Subsidiaries that is not secured by a Lien on any property or assets
of the Guarantor or any of its Subsidiaries.


 


“UPREIT
Reorganization” means a reorganization of the Guarantor and its subsidiaries into an umbrella partnership real estate
investment trust, including by converting WPC Holdco LLC, a direct wholly-owned subsidiary of the Guarantor that currently owns
all or substantially all of the Guarantor’s assets, into a limited partnership (the “Operating Partnership”),
in which the Guarantor would initially own all or substantially all of the equity interests in the Operating Partnership, including
all of the non-economic equity interests of the general partner thereof. 


 


Article
Two


 


CERTAIN COVENANTS


 


In addition to the
covenants set forth in Sections 1101 through 1104, inclusive, of the Original Indenture, there are established the following covenants
for the benefit of Holders of the Notes and each series of Securities issued on or subsequent to the date hereof (“Future
Securities”) and to which such Notes and Future Securities shall be subject and to which Sections 502(3) and 1105 of
the Original Indenture shall apply:


 


Section
201 Limitation on Incurrence of Debt. The Guarantor shall not, and shall not permit any of its Subsidiaries to, incur
any Debt if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt
on a pro forma basis, the aggregate principal amount of all of its and its Subsidiaries’ outstanding Debt (determined on
a consolidated basis in accordance with GAAP) is greater than 60% of its and its Subsidiaries’ Total Asset Value.


 


Section
202 Limitation on the Incurrence of Secured Debt. In addition to the limitation set forth in Section 201 above, the
Guarantor shall not, and shall not permit any of its Subsidiaries to, incur any Debt (including, without limitation, Acquired Debt)
secured by any Lien on any of its or any of its Subsidiaries’ property or assets if, immediately after giving effect to the
incurrence of such Debt and the application of the proceeds from such Debt on a pro forma basis, the aggregate principal amount
of all of its and its Subsidiaries’ outstanding Debt (determined on a consolidated basis in accordance with GAAP) secured
by a Lien on any of its or its Subsidiaries’ property or assets is greater than 40% of its and its Subsidiaries’ Total
Asset Value.


 






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Section
203 Limitation on the Incurrence of Debt Based on Consolidated EBITDA to Annual Debt Service Charge. In
addition to the limitations set forth in Sections 201 and 202 above, the Guarantor shall not, and shall not permit any of its
Subsidiaries to, incur any Debt if, immediately after giving effect to the incurrence of such Debt and the application of the
proceeds from such Debt on a pro forma basis, the ratio of Consolidated EBITDA to Annual Debt Service Charge (determined
on a consolidated basis in accordance with GAAP) for the period consisting of the four consecutive fiscal quarters most
recently ended prior to the date on which such Debt is to be incurred (for which consolidated financial statements have been
filed with the Commission on Form 10-K or Form 10-Q, as the case may be, or, if such filing is not permitted under the
Exchange Act, with the Trustee) shall have been less than 1.5:1, calculated on the following assumptions: (1) such Debt and
any other Debt (including, without limitation, Acquired Debt) incurred by the Guarantor or any of its Subsidiaries since the
first day of such four consecutive fiscal quarterly period had been incurred, and the application of the proceeds from such
Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2) the repayment or retirement
of any other Debt of the Guarantor or any of its Subsidiaries since the first day of such four consecutive fiscal quarterly
period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any
revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such
Debt during such period); and (3) in the case of any acquisition or disposition by the Guarantor or any of its Subsidiaries
of any asset or group of assets with a fair market value in excess of $1.0 million since the first day of such four
consecutive fiscal quarterly period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such
acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to
such acquisition or disposition being included in such pro forma calculation.


 


If the Debt giving
rise to the need to make the calculation described above or any other Debt incurred after the first day of the relevant four-quarter
period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on
such Debt shall be computed on a pro forma basis by applying the average daily rate which would have been in effect during the
entire such four consecutive fiscal quarterly period to the greater of the amount of such Debt outstanding at the end of such period
or the average amount of such Debt outstanding during such period.


 


Section
204 Maintenance of Unencumbered Asset Value. The Guarantor shall not have at any time Total Unencumbered Asset Value
of less than 150% of the aggregate principal amount of all of its and its Subsidiaries' outstanding Unsecured Debt (determined
on a consolidated basis in accordance with GAAP).


   


Article
Three 


 


Section 301. Possible
Future Operating Partnership Guarantee. Upon and following consummation of the UPREIT Reorganization, if the Operating
Partnership incurs or assumes any recourse Funded Debt, or guarantees or otherwise becomes obligated with respect to any
other entity's Funded Debt, then the Guarantor shall cause the Operating Partnership, within 10 Business Days of such
incurrence, assumption, guarantee or other action, to (i) execute and deliver to the Trustee a supplemental indenture,
in form reasonably satisfactory to the Trustee, pursuant to which the Operating Partnership shall fully, unconditionally and
irrevocably guarantee all of the payment and other obligations under the Notes and any Future Securities in a timely manner
on a senior unsecured basis on terms consistent with the Guarantee (the “Operating Partnership Guarantee”)
and (ii) deliver to the Trustee an Officer's Certificate and an opinion of counsel to the effect that each of such
supplemental indenture and such Operating Partnership Guarantee has been duly authorized, executed and delivered by, and
constitutes a valid, legally binding and enforceable obligation of, the Operating Partnership, except insofar as enforcement
thereof may be limited by bankruptcy, insolvency or similar laws or by general principles of equity. Any such Operating
Partnership Guarantee shall provide that holders of the Notes and any Future Securities shall be entitled to proceed directly
against the Operating Partnership without exercising their remedies against any other obligor.


 






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Section 302. Ranking.
Any Operating Partnership Guarantee shall rank equally and ratably with all other existing and future unsecured and unsubordinated
indebtedness of the Operating Partnership, shall rank senior to any subordinated indebtedness of the Operating Partnership that
is not secured, and shall effectively rank junior to (i) any secured indebtedness of the Operating Partnership to the extent of
the value of the collateral securing such indebtedness and (ii) to all of the indebtedness
and other liabilities, whether secured or unsecured, if any, and any preferred equity of the subsidiaries of the Operating Partnership.


 


Section 303. Waiver
of Reimbursement, Indemnity and Subrogation Rights. If and for so long as the Operating Partnership guarantees the Notes or
any Future Securities, it shall agree in the supplemental indenture that it shall waive and shall not in any manner whatsoever
claim or take the benefit or advantage of any right of reimbursement, indemnity or subrogation or any other right as a result
of any payment by the Operating Partnership under any Operating Partnership Guarantee until the Notes, or such Future Securities,
have been paid in full.


 


Section 304. Release
of any Operating Partnership Guarantee. Any Operating Partnership Guarantee shall be automatically released if (i) the
Guarantor exercises its option to discharge its obligations with respect to this Fifth Supplemental Indenture or the Notes, as
applicable, pursuant to Article Five in the Original Indenture, or (ii) the Operating Partnership is no longer obligated
on any other Funded Debt.


 


Section 305. Supplemental
Indenture. The supplemental indenture shall provide that the obligations of the Operating Partnership under any Operating
Partnership Guarantee shall be limited as necessary to prevent such Operating Partnership Guarantee from constituting a fraudulent
conveyance or fraudulent transfer under applicable law.   


 


Article
Four


 


FORM AND TERMS OF THE NOTES


 


This Article Four applies
solely to the Notes and shall not affect the rights under the Original Indenture of the Holders of Securities of any other series.


 


Section
401 Form and Dating.


 


The Notes and the
Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The
Notes shall be executed on behalf of the Company by two officers of the Company specified in Section 303 of the Original
Indenture. The Notes may have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by or pursuant to Original Indenture or this Fifth Supplemental Indenture and
may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as
may, consistently with the Original Indenture, be determined by the officer of the Company executing the Notes as evidenced
by the execution of the Notes. Each Note shall be dated the date of its authentication or, if later (in the case of Notes
issued in fully-registered global form pursuant to Section 401(1)), effectuation. The Notes and any beneficial interest in
the Notes shall be in minimum denominations of €100,000 and integral multiple of €1,000 in excess thereof.


 






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The terms and notations
contained in the Notes shall constitute, and are hereby expressly made, a part of the Original Indenture as supplemented by this
Fifth Supplemental Indenture; and the Company, the Guarantor and the Trustee, by their
execution and delivery of this Fifth Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby; provided, that, to the extent of any inconsistency between the terms and provisions
in the Original Indenture, as supplemented by this Fifth Supplemental Indenture, and
those contained in the Notes, the Notes shall govern.


 


(1)              
Global Notes. The Notes designated herein shall be issued initially in the form of one or more fully-registered
permanent global Securities (the “Global Notes” and each, a “Global Note”) without coupons,
kept by the CSK, as common safekeeper for the Clearing Systems, in accordance with applicable safekeeping procedures.


 


It is intended
that the Notes, while represented by one or more Global Notes, shall be recognized as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem upon their issuance. The Company and the Guarantor shall use their reasonable
best efforts to maintain and satisfy any requirements for such Eurosystem collateral eligibility.


 


(2)              
Book-Entry Provisions. This Section 401(2) shall apply only to the Global Notes kept by the CSK in accordance
with applicable safekeeping procedures.


 


The Company
shall execute and the Trustee shall, in accordance with this Section 401(2), authenticate and the CSK shall effectuate the Notes
as herein provided. The aggregate principal amount of the Global Note may from time to time be increased or decreased by adjustments
made on the Note Register.


 


Members
of, or participants in, the Clearing Systems (“Agent Members”) shall have no rights under the Indenture
with respect to any Global Note held on their behalf by the Clearing Systems or by the CSK as common safekeeper for the
Clearing Systems or under such Global Note, and the nominee of the CSK may be treated by the Company, the Guarantor, the
Trustee, the Registrar, the Paying Agent, and any respective agent of the Company, the Guarantor, the Trustee, the Registrar
or the Paying Agent, as applicable, as the absolute owner and Holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantor, the Trustee, the Registrar, the
Paying Agent or any respective agent of the Company, the Guarantor, the Trustee, the Registrar or the Paying Agent, as
applicable, from giving effect to any written certification, proxy or other authorization furnished by the Clearing Systems
or impair, as between the CSK, the Clearing Systems and its Agent Members, the operation of customary practices of the
Clearing Systems governing the exercise of the rights of owners of beneficial interests in any Global Note.


 






    11


     


    

 


(3)               Certificated
Notes. Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Certificated
Notes (as defined below). If required to do so pursuant to any applicable law or regulation, owners of a beneficial interest in
the Notes may obtain Certificated Notes in exchange for their beneficial interests in a Global Note upon written request in accordance
with the Clearing Systems’ and the Registrar’s procedures.


 


The Global
Note shall be exchanged for one or more Notes in definitive, fully registered certificated form, without coupons (the “Certificated
Notes”), if (i) the Company has been notified that the Clearing Systems (or any additional or alternative clearing system
approved by the Company, the Guarantor, the Trustee the Registrar and the Paying Agent on behalf of which the Global Note may be
held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise)
or has announced an intention permanently to cease business or does in fact do so or (ii) an Event of Default in respect of the
Notes has occurred and is continuing and the Registrar has received a request from the Clearing Systems.


 


Upon surrender
by a Clearing System of the Global Note, Certificated Notes shall be issued to each person that the Clearing System identifies
as the beneficial owner of the Notes represented by the Global Note. Upon the issuance of Certificated Notes, the Registrar is
required to register the Certificated Notes in the name of that person or persons, or their nominee, and cause the Certificated
Notes to be delivered thereto.


 


In connection
with the exchange of a Certificated Note, or a portion thereof, for a beneficial interest in a Global Note, the Trustee shall cancel
such Certificated Note, or portion thereof, and the Company shall execute, and the Trustee shall authenticate and deliver, to the
transferring Holder a new Certificated Note representing the principal amount not so transferred.


 


(4)               Transfer
and Exchange of the Notes. Any Holder of a Global Note shall, by acceptance of the Global Note, agree that transfers of beneficial
interests in such Global Notes may be effected only through a book-entry procedures maintained by such Holder (or its agent),
and that, subject to Section 401(3), ownership of a beneficial interest in the Notes represented thereby shall be required to
be reflected in book-entry form. Transfers of a Global Note shall be limited to transfers in whole, and not in part, to the CSK,
its successors and their respective nominees. Interests of beneficial owners in a Global Note shall be transferred in accordance
with the rules and procedures of Euroclear and Clearstream.


 






    12


     


    

 



 


(5)              
Legends. Each Global Note shall bear the following legend on the face thereof:


 


THIS
CERTIFICATE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
NOMINEE OF THE ENTITY APPOINTED AS COMMON SAFEKEEPER (THE “CSK”) FOR CLEARSTREAM BANKING, S.A.
(“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR,” AND TOGETHER WITH CLEARSTREAM, THE
 “CLEARING SYSTEMS”).


 


TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, And NOT IN PART, TO
NOMINEES OF THE CSK OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.


 


Section
402 Certain Terms of the Notes.


 


The terms of the Notes
are established as set forth in Article Three, this Section, in Section 403 and as further established in the form of Note attached
hereto as Exhibit A. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part
of the Original Indenture as supplemented by this Fifth Supplemental Indenture, and
the Company, the Guarantor and the Trustee, by their execution and delivery of this Fifth
Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.


 


(1)              
Title. The Notes shall constitute a series of Securities having the title “0.950% Senior Notes due 2030.”


 


(2)               Principal
Amount. The Notes shall initially be limited to an aggregate principal amount of FIVE
HUNDRED TWENTY FIVE MILLION EURO (€525,000,000). The Company may, from time to time, without notice to or the consent
of any Holders, create and issue additional debt securities having the same terms as the Notes in all respects, except for the
issue date, public offering price and, under certain circumstances, the date from which interest begins to accrue and the first
payment of interest thereon, provided that (i) such issuance complies with the covenants set forth in the Indenture and (ii) any
additional debt securities must be fungible with the previously outstanding Notes for U.S. federal income tax purposes. Additional
debt securities issued in this manner shall be consolidated with, and shall form a single series of debt securities under the
Indenture with, the Notes. The Notes and any additional debt securities shall rank equally and ratably in right of payment and
shall be treated as a single series of debt securities for all purposes under the Indenture.


 


(3)               Maturity
Date; Principal Repayment. The Notes shall mature on June 1, 2030 (the “Stated Maturity Date”),
unless redeemed prior to such date in accordance with Section 403. The principal of, and premium, if any, and interest, if any,
on, each Note payable at maturity or earlier redemption shall be paid against presentation and surrender of the Note at the Office
or Agency maintained for such purpose in London, initially the Office of the Paying Agent, or by electronic means, in Euro.


 






    13 


     


    

 


(4)               Interest
Rate. Interest on the Notes shall accrue at the rate of
0.950% per year from, and including, March 8, 2021 or the most recent interest payment date to which interest has
been paid or provided for, as the case may be, and shall be payable annually in arrears on June 1 of each year, beginning on
June 1, 2021 (short first coupon) (each, an “Interest Payment Date”) to each Holder in whose name a Note
was registered on the relevant Regular Record Date. Interest on the Notes shall be computed on the basis of an ACTUAL/ACTUAL
(ICMA) (as defined in the rulebook of the International Capital Market Association) day count convention. Interest on the
Notes due on an Interest Payment Date shall be payable to the Paying Agent by electronic means, in Euro. Interest payable on
Global Notes shall be made in immediately available funds to the Clearing Systems or to the nominee of the CSK, as the case
may be, as the registered Holder of such Global Note. If any of the Notes are no longer represented by Global Notes, payment
of interest on Certificated Notes may, at the option of the Company, the Guarantor or the Operating Partnership if an
Operating Partnership Guarantee has been issued, as applicable, be made by electronic means directly to Holders at their
registered addresses.


 


(5)              
Issuance in Euro. Principal of, and premium, if any, and interest on the Notes shall be payable in Euro. If
Euro is unavailable to the Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued,
as applicable, due to the imposition of exchange controls or other circumstances beyond the Company’s, the Guarantor’s
or the Operating Partnership’s, as applicable, control or the Euro is no longer used by the member states of the European
Monetary Union that have adopted the Euro as their currency for the settlement of transactions by public institutions within the
international banking community, then all payments in respect of the Notes shall be made in Dollars until Euro is again available
to the Company, the Guarantor or the Operating Partnership, as applicable, or so used. In such case, the amount payable on any
date in Euro shall be converted to Dollars on the basis of the Market Exchange Rate on the second Business Day before the date
that payment is due, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market
Exchange Rate on or before the date that payment is due. Any payment in respect of the Notes so made in Dollars shall not constitute
an Event of Default under the Indenture. Neither the Trustee nor any Paying Agent shall be responsible for obtaining exchange rates,
effecting conversions or otherwise handling re-denominations.


 


(6)              
Sinking Fund Provisions. The Notes shall not be entitled
to the benefits of, or be subject to, any sinking fund.


 


(7)               Guarantee. The
Guarantee of the Guarantor under Article Four of the Original Indenture shall apply to the Notes by virtue of the Guarantor’s
execution and delivery of the Fifth Supplemental Indenture.


 


Section
403 Redemption.


 


(1)               Optional
Redemption. The Notes shall be redeemable, at the Company's sole option, in whole at any time or in part from time to time,
in each case prior to March 1, 2030 (i.e., three months prior to the Stated Maturity Date), for cash, at a Redemption Price equal
to the greater of (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 of and interest on the Notes to be redeemed (exclusive of unpaid interest accrued to, but not
including, such Redemption Date), discounted to such Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA) (as defined in the
rulebook of the International Capital Market Association)) at the Comparable Government Bond Rate plus 0.250%, plus, in each case,
unpaid interest, if any, accrued to, but not including, such Redemption Date.


 






    14 


     


    

 


In addition,
at any time on or after March 1, 2030 (i.e., three months prior to the Stated Maturity Date), the Notes shall be redeemable, at
the Company's sole option, in whole at any time or in part from time to time, for cash, at a Redemption Price equal to 100% of
the principal amount of the Notes to be redeemed plus unpaid interest, if any, accrued to, but not including, such Redemption Date.
Notwithstanding the foregoing, interest shall be payable to Holders of the Notes on the Regular Record Date applicable to an Interest
Payment Date falling on or before such Redemption Date.


 


(2)              
Redemption for Tax Reasons. Section 1208 of the Original Indenture shall apply and “date of the issuance”
as used in Section 1208 shall mean March 8, 2021.


 


(3)               Notice
of Redemption. The Company (or, at the Company's request, the Paying Agent on its behalf) must transmit a notice of redemption
to each Holder of Notes to be redeemed at least 30 days but not more than 60 days prior to the Redemption Date. Such notice of
redemption shall specify the principal amount of Notes to be redeemed, the CUSIP, ISIN and Common Code numbers of the Notes to
be redeemed, the Redemption Date, the Redemption Price, the place or places of payment and that payment shall be made upon presentation
and surrender of such Notes. Once notice of redemption is delivered to Holders, the Notes called for redemption shall become due
and payable on the Redemption Date at the Redemption Price. On the Redemption Date, the Company, the Guarantor or the Operating
Partnership if an Operating Partnership Guarantee has been issued, as applicable, shall deposit with the Trustee or the Paying
Agent an amount of money sufficient to redeem on the Redemption Date all the Notes so called for redemption at the Redemption
Price.


 


In the case
of a redemption of Notes represented by a Global Note, the Clearing Systems shall select the Notes for redemption according to
the Clearing Systems’ stated procedures therefor, and the Registrar shall record such redemption in the Security Register
and shall provide details of such redemption to the Clearing Systems. In the case of a redemption of Notes represented by a Global
Note, the Paying Agent shall instruct the Clearing Systems to make such appropriate entries in their records in respect of all
Notes redeemed by the Company to reflect such redemptions.


 


Unless there is a default
in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or any portion
of the Notes called for redemption from and including the Redemption Date.


 


If less than all of
the Notes are to be redeemed, the Trustee, upon prior notice from the Company, shall select the Notes to be redeemed, which, in
the case of Notes in book-entry form, shall be in accordance with the procedures of the applicable depositary or common safekeeper.
The Trustee may select Notes and portions of Notes in amounts of €100,000 and integral multiples of €1,000 in excess
thereof.


 






    15 


     


    

 


Section
404 Additional Terms.


 


The terms of this Section
404 apply solely to the Notes and shall not affect the rights under the Original Indenture of the Holders of Securities of any
other series.


 


(1)               Defeasance.
For purposes of Article Five under the Original Indenture, “Government Obligations” has the meaning set forth below:


 


“Government
Obligations” means securities denominated in Euro that are (i) direct obligations of the Federal Republic of Germany,
where the payment or payments thereunder are supported by the full faith and credit of the German government or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the Federal Republic of Germany, where the
timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the German government,
and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall
also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Government Obligation
or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such
custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount
with respect to the Government Obligation evidenced by such depositary receipt; provided, however, if the Euro is
no longer used by the member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement
of transactions by public institutions within the international banking community, then all references herein to “Euro”
shall be “U.S. Dollars,” “Federal Republic of Germany” shall be “United States” and “German
government” shall be “United States Government”.


 


(2)               Notes
Outstanding. In addition to the terms provided for in the Original Indenture, in the case of a Global Note, save for the purposes
of determining Notes that are outstanding for consent or voting purposes under the Indenture, the Trustee shall rely on the records
of the Clearing Systems in relation to any determination of the principal amount outstanding of such Global Note. For this purpose,
 “records” means the records that each of the Clearing Systems holds for its customers which reflect the amount of
such customer’s interest in the Notes.


 


Article
Five


 


MISCELLANEOUS


Section
501 Relationship with Indenture.


 


The terms and
provisions contained in the Original Indenture shall constitute, and are hereby expressly made, a part of this Fifth
Supplemental Indenture. However, to the extent any provision of the Original Indenture conflicts with the express
provisions of this Fifth Supplemental Indenture, the provisions of this Fifth
Supplemental Indenture shall govern and be controlling.


 






    16 


     


    

 


Section
502 Trust Indenture Act Controls.


 


If any provision of
this Fifth Supplemental Indenture limits, qualifies or conflicts with another provision
that is required to be included in this Fifth Supplemental Indenture by the Trust
Indenture Act, the required provision shall control. If any provision of this Fifth Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Fifth Supplemental Indenture as so modified
or excluded, as the case may be.


 


Section
503 Disclaimer.


 


None of the Trustee,
the Registrar, Transfer Agent nor any Paying Agent shall be liable for any failure on the part of the CSK to effectuate any Global
Note or for any failure on the part of the CSK to do so in a timely manner, unless it shall be proved that the Trustee, Registrar,
Transfer Agent or Paying Agent was negligent in instructing the CSK to effectuate any such Global Note in accordance with the applicable
provision hereof; provided, that the Trustee, Registrar, Transfer Agent or Paying Agent shall not be deemed to have acted
with negligence if it shall have given such instructions in the manner and by the time prescribed by the CSK, provided further
that in the absence of any such prescribed manner or timing, the Trustee, Registrar, Transfer Agent or Paying Agent shall be entitled
to give, and shall incur no liability hereunder if it shall give, such instructions by facsimile transmission (without any requirement
for telephonic confirmation) to a telephone number provided by the CSK for such purpose or by email to an email address provided
by the CSK for such purpose and shall be protected in giving and shall incur no liability hereunder in giving such instructions
no later than one Business Day after the applicable Global Note shall have been delivered to the Registrar for authentication.


 


Section
504 Governing Law.


 


This Fifth
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York without
regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401.


 


Section
505 Multiple Counterparts.


 


The parties may sign
multiple counterparts of this Fifth Supplemental Indenture. Each signed counterpart
shall be deemed an original but all of them together represent one and the same Fifth Supplemental
Indenture.


 


Section
506 Severability.


 


Each provision of this
Fifth Supplemental Indenture shall be considered separable and if for any reason any
provision that is not essential to the effectuation of the basic purpose of this Fifth Supplemental
Indenture 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 and a Holder shall have no claim therefor against any party hereto.


 






    17 


     


    

 


Section
507 Ratification.


 


The Original Indenture,
as supplemented and amended by this Fifth Supplemental Indenture, is in all respects
ratified and confirmed. The Original Indenture and this Fifth Supplemental Indenture
shall be read, taken and construed as one and the same instrument. All provisions included in this Fifth
Supplemental Indenture supersede any conflicting provisions included in the Original Indenture unless not permitted by law.
The Trustee accepts the trusts created by the Original Indenture, as supplemented by this Fifth
Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented
by this Fifth Supplemental Indenture. The recitals and statement contained herein
shall be taken as the respective statements of the Company and the Guarantor, as applicable, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth
Supplemental Indenture.


 


Section
508 Headings.


 


The Section headings
in this Fifth Supplemental Indenture are for convenience only and shall not affect
the construction thereof.


 


Section
509 Effectiveness.


 


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


 


[Remainder of Page Intentionally Left
Blank]





 






    18 


     


    

 


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


 


	 	WPC Eurobond B.V., as Issuer
	 	 
	 	By:	/s/ Saskia F.K. Winkes 
	 	Name:  Saskia F.K. Winkes 
	 	Title: Managing Director A 
	 	 
	 	By:	/s/ ToniAnn Sanzone 
	 	Name: ToniAnn Sanzone 
	 	Title: Managing Director B 
	 	 
	 	W. P. CAREY INC., as Guarantor
	 	 
	 	By:	/s/ ToniAnn Sanzone
	 	Name: ToniAnn Sanzone 
	 	Title: Chief Financial Officer 
	 	  
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Joshua A. Hahn 
	 	Name: Joshua A. Hahn 
	 	Title: Vice President 




 


[Signature Page to Fifth Supplemental Indenture]


 






     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


THIS CERTIFICATE IS A GLOBAL NOTE WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE NOMINEE OF THE ENTITY APPOINTED AS COMMON
SAFEKEEPER (THE “CSK”) FOR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”) AND EUROCLEAR BANK SA/NV (“EUROCLEAR”
AND, TOGETHER WITH CLEARSTREAM, THE “CLEARING SYSTEMS”). TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE CSK OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.


 


WPC
Eurobond B.V.


 


0.950% Senior Note due 2030


 


	REGISTERED	PRINCIPAL AMOUNT: €525,000,000




No. R-1


 


ISIN: XS2306082293

Common Code: 230608229


 


This certifies that
the person whose name is entered in the register maintained by the Registrar in relation to the Notes (the “Register”)
is the duly registered holder (the “Holder”) of Notes in the aggregate principal amount of €525,000,000
or such other amount as is shown on Register as being represented by this Global Note and is duly endorsed (for information purposes
only) in the fourth column of the Schedule of Increases and Decreases in Note attached to this Global Note.


 


WPC Eurobond B.V.,
a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) promises to pay to
each Holder the aggregate principal amount shown on the Register as being represented by this Global Note on June 1, 2030 (the
 “Stated Maturity Date”).


 


Interest Payment Date:
June 1 of each year, commencing June 1, 2021 (short first coupon).


 


Regular Record Date:
means the date that is (i) in the case of Notes represented by a Global Note, at the close of business on the clearing system business
day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately preceding the relevant Interest
Payment Date and (ii) in all other cases, 15 calendar days prior to the relevant Interest Payment Date.


 


Issue Date: March
8, 2021


 


Additional provisions
of this Note are set forth on the reverse side hereof.


 



     


     


    




 


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


 


	 	WPC EUROBOND B.V.
	 	 
	 	By:	
	 	Name:	 
		Title:	
	 	 	 
	 	By:	
	 	Name:	 
		Title:	 
	 	 	 






	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
		 
	U.S. Bank National Association, as	 
	Trustee, certifies that this is one of the Notes	 
	referred to in the Indenture.	 



 


	By:	 	 
	 	Authorized Signatory	 
	 	 	 






	Date: March___, 2021	 
	
         

        EFFECTUATED for and on behalf of
	 
	 	 
	CLEARSTREAM BANKING, S.A.	 
	 	 
	as common safekeeper, without recourse, warranty or liability	 



 


	By:	 	 
	 	Authorized Signatory	 
	 	 
	Date: March___, 2021	 



 






     


     


    

 


[FORM OF REVERSE SIDE OF GLOBAL NOTE]


0.950% Senior Note due 2030


 


General. This
Note is one of a duly authorized issue of Securities of WPC Eurobond B.V., a Dutch
private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), as issuer (the “Company,”
which term includes any successor Person under the Indenture hereinafter referred to), issued and to be issued in one or more series
under an indenture (the “Original Indenture”), dated as of November 8, 2016, by and among the Company, the Guarantor
and U.S. Bank National Association, as trustee (the “Trustee,” which term includes any successor trustee under
the Indenture with respect to the series of Securities of which this Note is a part), as supplemented by a Fifth Supplemental Indenture
thereto, dated as of March 8, 2021 (the “Fifth Supplemental Indenture,” and together with the Original Indenture,
the “Indenture”), by and among the Company, the Guarantor and the Trustee. Reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company,
the Guarantor, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Note is one of a duly authorized series of Securities designated as “0.950% Senior Notes due 2030”
(collectively, the “Notes”), limited, except as specified below, in aggregate principal amount to FIVE
HUNDRED AND TWENTY FIVE Million EURO (€525,000,000). To the extent the terms of this Note conflict with the terms of
the Indenture, the terms of this Note shall govern. For the avoidance of doubt, the Securities (1) shall be evidenced by this Global
Note at all times, (2) are Registered Securities as such term is defined in the Indenture and (3) shall be registered as to both
principal and stated interest with such principal and interest payable solely to the Holders thereof; the Company shall take no
action that would cause the Securities to not meet the foregoing requirements.


 


The Guarantee.
To guarantee the full and punctual payment when due, whether at maturity, upon redemption or repurchase, by acceleration or otherwise,
of principal of and premium, if any, and interest on the Notes and all other obligations of the Company under this Indenture, whether
at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully, unconditionally
and irrevocably guaranteed such obligations pursuant to the terms of the Indenture. The Guarantee is an unsecured and unsubordinated
obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated indebtedness and obligations of the Guarantor.


 


Payment of Interest.
Interest on this Note shall be payable, annually in arrears, on each Interest Payment Date and shall be computed on the basis of
an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International Capital Market Association) day count convention. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered in the relevant Regular Record Date.
Any such interest not punctually paid or duly provided for on an Interest Payment Date (“Defaulted Interest”)
shall forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest may be paid to the Person
in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date (the
 “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner, not inconsistent with the requirements of the Irish Stock Exchange or any other securities exchange on which the
Notes may be listed, all as more fully provided in the Indenture.


 


Interest on the Notes
shall be payable to the Paying Agent by electronic means, in Euro. Interest payable on Global Notes shall be made in immediately
available funds to the Clearing Systems or to the nominee of the CSK, as the case may be, as the registered Holder of such Global
Note. If any of the Notes are no longer represented by Global Notes, payment of interest on the Notes in definitive form may, at
the option of the Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued, as
applicable, be made by electronic means directly to Holders at their registered addresses.


 


Issuance in
Euro. Principal of, and premium, if any, and interest on the Notes shall be payable in Euro. If Euro is unavailable to
the Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable,
due to the imposition of exchange controls or other circumstances beyond the Company’s, the Guarantor’s or the
Operating Partnership’s, as applicable, control or the Euro is no longer used by the member states of the European
Monetary Union that have adopted the Euro as their currency for the settlement of transactions by public institutions within
the international banking community, then all payments in respect of the Notes shall be made in Dollars until Euro is again
available to the Company, the Guarantor or the Operating Partnership, as applicable, or so used. In such case, the amount
payable on any date in Euro shall be converted to Dollars on the basis of the Market Exchange Rate on the second Business Day
before the date that payment is due, or if such Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate on or before the date that payment is due. Any payment in respect of the Notes so made in
Dollars shall not constitute an Event of Default under the Indenture. Neither the Trustee nor any Paying Agent shall be
responsible for obtaining exchange rates, effecting conversions or otherwise handling re-denominations.


 






     


     


    

 


“Market Exchange
Rate” means the noon buying rate in the City of New York for cable transfers of Euro as certified for customs purposes
(or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.


 


Optional Redemption;
Redemption for Tax Reasons. The provisions of Article Twelve of the Original Indenture (defined below) shall apply to this
Note, as supplemented or amended by the following paragraphs.


 


The Notes shall be
redeemable, at the Company's sole option, in whole at any time or in part from time to time, in each case prior to March 1, 2030
(i.e., three months prior to the Stated Maturity Date), for cash, at a Redemption Price equal to the greater of (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
of and interest on the Notes to be redeemed (exclusive of unpaid interest accrued to, but not including, such Redemption Date),
discounted to such Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International Capital
Market Association)) at the Comparable Government Bond Rate plus 0.250%, plus, in each case, unpaid interest, if any, accrued to,
but not including, such Redemption Date.


 


In addition, at any
time on or after March 1, 2030 (i.e., three months prior to the Stated Maturity Date), the Notes shall be redeemable, at the Company's
sole option, in whole at any time or in part from time to time, for cash, at a Redemption Price equal to 100% of the principal
amount of the Notes to be redeemed plus unpaid interest, if any, accrued to, but not including, such Redemption Date.


 


If, as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the Netherlands or the United
States (or any taxing authority thereof or therein), as applicable, or any change in, or amendments to, an official position regarding
the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective
on or after March 8, 2021, the Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been
issued, as applicable, becomes or, based upon a written opinion of independent counsel selected by them, shall become obligated
to pay Additional Amounts with respect to the Notes, then the Notes may be redeemed at the option of the Company, in whole, but
not in part, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any,
accrued to, but not including, such Redemption Date.


 


Notwithstanding the
foregoing, interest shall be payable to Holders of the Notes on the Regular Record Date applicable to an Interest Payment Date
falling on or before such Redemption Date.


 


The following definitions
shall apply with respect to the foregoing:


 


“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent
Investment Banker, a German government bond whose maturity is closest to the maturity of the Notes to be redeemed, or if the Independent
Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as such
Independent Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected
by such Independent Investment Banker, determine to be appropriate for determining the Comparable Government Bond Rate.


 


“Comparable
Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being
rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on
the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day
of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00
a.m. (London time) on such Business Day as determined by an Independent Investment Banker.


 


“Independent
Investment Banker” means each of Barclays Bank PLC, BofA Securities Europe SA and Wells Fargo Securities Europe S.A.
and their respective successors, or, if none of such firms are willing or able to select
the Comparable Government Bond, an independent investment banking institution of international standing appointed by the Company.


 






    A-2 


     


    

 


In order to exercise
the Company’s right of optional redemption or redemption for tax reasons, the Company (or, at the Company's request, the
Paying Agent on its behalf) must transmit a notice of redemption to each Holder of Notes to be redeemed at least 30 days but not
more than 60 days prior to the Redemption Date. Such notice of redemption shall specify the principal amount of Notes to be redeemed,
the CUSIP, ISIN and Common Code numbers of the Notes to be redeemed, the Redemption Date, the Redemption Price, the place or places
of payment, and that payment shall be made upon presentation and surrender of such Notes. Once notice of redemption is delivered
to Holders, the Notes called for redemption shall become due and payable on the Redemption Date at the Redemption Price. On the
Redemption Date, the Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued,
as applicable, shall deposit with the Trustee or the Paying Agent an amount of money sufficient to redeem on the Redemption Date
all the Notes so called for redemption at the Redemption Price.


 


Unless there is a
default in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or any
portion of the Notes called for redemption from and including the Redemption Date.


 


If less than all of
the Notes are to be redeemed, the Trustee, upon prior notice from the Company, shall select the Notes to be redeemed, which, in
the case of Notes in book-entry form, shall be in accordance with the procedures of the applicable depositary or common safekeeper.
The Trustee may select Notes and portions of Notes in amounts of €100,000 and integral multiples of €1,000 in excess
thereof.


 


Payment of Additional
Amounts. All payments in respect of the Notes shall be made by Company, the Guarantor or the Operating Partnership if an Operating
Partnership Guarantee has been issued, as applicable, without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the Netherlands or the United States
or any taxing authority thereof or therein, as applicable, unless such withholding or deduction is required by law. If such withholding
or deduction is required by law, the Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee
has been issued, as applicable, shall pay to a Holder who is not a United States person, as applicable, such additional amounts
(the “Additional Amounts”) on the Securities as are necessary in order that the net payment by the Company,
the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, or a Paying Agent
of principal of, and premium, if any, and interest on, the Securities to such Holder, after such withholding or deduction, shall
not be less than the amount provided in the Securities to be then due and payable, provided, however, that the foregoing
obligation to pay Additional Amounts shall not apply to the exceptions provided for in Section 1104 of the Original Indenture.


 


The Notes are subject
in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes.
Except as specifically provided hereunder, neither the Company nor the Guarantor nor the Operating Partnership if an Operating
Partnership Guarantee has been issued, as applicable, shall be required to make any payment for any tax, duty, assessment or governmental
charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political
subdivision.


 


Place of Payment.
The Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, shall
make payment of the principal of, or premium, if any, and interest on, this Note to the Paying Agent by electronic means, in Euro.


 


Time of Payment.
If an Interest Payment Date, the Stated Maturity Date or any Redemption Date falls on a day that is not a Business Day, the required
payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date, the Stated Maturity Date or such Redemption Date, as the case may be, and no additional interest
shall accrue on such payment as a result of payment on such next succeeding Business Day.


 


Further
Issuance. The Company may, from time to time, without notice to, or the consent of, the Holders of the Notes, increase
the principal amount of the series of Notes and issue and sell additional Securities (“Additional
Securities”) ranking equally and ratably with, and having the same interest rate, maturity and other terms as, the
originally issued Notes (other than the issue date and, to the extent applicable, issue price, initial Interest Payment Date
and initial date of interest accrual). Any such Additional Securities shall be consolidated, and constitute a single series
of Securities, with the originally issued Notes for all purposes; provided, however, that any such Additional Securities that
have the same CUSIP, ISIN, Common Code or other identifying number of any Outstanding Notes must be fungible with such
Outstanding Notes for U.S. federal income tax purposes. If this Note is represented by a Global Note, details of such
Additional Securities may be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes
represented by this Global Note may be increased by the amount of such Additional Securities so issued.


 






    A-3 


     


    

 



 


Possible Future
Operating Partnership Guarantee. Upon and following consummation of the UPREIT Reorganization, if the Operating Partnership
incurs or assumes any recourse Funded Debt, or guarantees or otherwise becomes obligated with respect to any other entity's Funded
Debt, then the Guarantor shall cause the Operating Partnership, within 10 Business Days of such incurrence, assumption, guarantee
or other action, to (i) execute and deliver to the Trustee a supplemental indenture, in form reasonably satisfactory to the
Trustee, pursuant to which the Operating Partnership shall fully, unconditionally and irrevocably guarantee all of the payment
and other obligations under the Notes in a timely manner on a senior unsecured basis on terms consistent with the Guarantee and
(ii) deliver to the Trustee an Officer's Certificate and an opinion of counsel to the effect that each of such supplemental indenture
and such Operating Partnership Guarantee has been duly authorized, executed and delivered by, and constitutes a valid, legally
binding and enforceable obligation of, the Operating Partnership, except insofar as enforcement thereof may be limited by bankruptcy,
insolvency or similar laws or by general principles of equity. Any such Operating Partnership Guarantee shall provide that holders
of the Notes shall be entitled to proceed directly against the Operating Partnership without exercising their remedies against
any other obligor.


 


Events of Default.
If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared,
and in certain cases shall automatically become, due and payable in the manner and with the effect provided in the Indenture.


 


Sinking Fund.
The Notes are not subject to, or entitled to the benefits of, any sinking fund.


 


Satisfaction and
Discharge. The Indenture contains provisions where, upon the Company’s direction and satisfaction of certain conditions,
the Indenture shall cease to be of further effect with respect to the Notes, subject to the survival of specified provisions of
the Indenture.


 


Legal Defeasance
and Covenant Defeasance. The Indenture contains provisions for legal defeasance of certain obligations of the Company, the
Guarantor and the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, under this Note and
the Indenture and covenant defeasance of certain obligations of the Company, the Guarantor and the Operating Partnership if an
Operating Partnership Guarantee has been issued, as applicable, under the Indenture.


 


Modification and
Waivers; Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company, Guarantor and the Operating Partnership if an Operating
Partnership Guarantee has been issued, as applicable, and the rights of the Holders of the Securities. Such amendment and modification
may be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series affected thereby (voting as separate classes). The Indenture
also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all Outstanding Securities of such series, to waive compliance by the Company, the Guarantor
or the Operating Partnership, as applicable, with certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series to waive, on behalf
of the Holders of all Outstanding Securities of such series, certain past defaults under the Indenture and their consequences.
Any such consent or waiver in respect of the Notes shall be conclusive and binding upon the Holder of this Note and upon all future
Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.


 


No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, the Guarantor
or the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, which is absolute and unconditional,
to pay the principal of, and premium, if any, and interest on, this Note at the time, place, and rate, and in the coin or currency,
herein prescribed.


 






    A- 4


     


    

 


Limitation on
Suits. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or
trustee, or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has
received a written request to institute proceedings in respect of an Event of Default from the Holders of at least 25% in
aggregate principal amount of the Outstanding Notes, as well as an offer of indemnity or security reasonably satisfactory to
it, and no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Notes. Notwithstanding any other provision of the Indenture, each Holder of a
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of, and premium, if any,
and interest on, such Note on the respective due dates therefor and to institute suit for the enforcement therefor, and this
right shall not be impaired without the consent of such Holder.


 


Authorized Denominations.
The Notes are issuable only in registered form without coupons in minimum denominations of €100,000 or any integral multiple
of €1,000 in excess thereof.


 


Effectuation.
This Note shall not be valid for any purposes until it has been effectuated for or on behalf of the entity appointed as common
safekeeper by the relevant Clearing Systems.


 


Registration of
Transfer or Exchange. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer
of this Note is registrable in the register of the Notes maintained by the Security Registrar upon surrender of this Note for registration
of transfer, at the Office of the Paying Agent (or, otherwise, in accordance with applicable procedures of Euroclear and Clearstream)
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 or her attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.
The Indenture is written with the intention of meeting the requirements for the Note to be in “registered form” within
the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)
(and any other relevant or successor provisions of the Code) and is to be so construed.


 


As provided in the
Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.


 


No service charge
shall be made for any such registration of transfer or exchange, but the Company, the Guarantor or
the Operating Partnership if an Operating Partnership Guarantee has been issued, 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 Note for registration of transfer, the Company, the Guarantor or the Operating Partnership if an Operating Partnership
Guarantee has been issued, as applicable, the Trustee and any agent of the Company, the Guarantor, the Operating Partnership if
an Operating Partnership Guarantee has been issued, the Trustee or the Paying Agent may treat the Holder as the owner hereof for
all purposes, whether or not this Note be overdue, and none of the Company, the Guarantor or the Operating Partnership if an Operating
Partnership Guarantee has been issued, as applicable, the Trustee, the Paying Agent or any such agent shall be affected by notice
to the contrary.


 


Defined Terms.
All terms used but not defined in this Note shall have the meanings assigned to them in the Indenture.


 


Governing Law.
The Indenture and this Note shall be governed by, and construed in accordance with, the laws of the State of New York without regard
to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. EACH OF THE COMPANY, the
Guarantor AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


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


 


The Company has caused
 “ISIN” numbers and a Common Code to be printed on the Notes as a convenience to the Holders of the Notes. No representation
is made as to the correctness or accuracy of such ISIN number or Common Code printed on the Notes, and reliance may be placed only
on the other identification numbers printed hereon.


 






    A- 5


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto


 


	 


 


PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


 


	 


 


	 


 


(Please print or typewrite name and address,

including postal zip code, of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints


 


	 
	 


 


to transfer said Note on the books of the
Trustee, with full power of substitution in the premises.


 


	Dated:	 	 



		 	NOTICE: The signature to this assignment must correspond with the name as written
                                                        upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.



 


	Signature Guarantee	 



 






    A- 6


     


    

 


SCHEDULE OF INCREASES OR DECREASES IN NOTE


 


The following increases or decreases in
this Note have been made:


 


	Date
    of Exchange	
        Amount of 

decrease in

        Principal Amount

 of this

        Note
	
        Amount of increase

 in

        Principal Amount

 of this

        Note
	
        Principal Amount 

of this

        Note following such

        decrease or 

        increase
	
        Signature of

 authorized

        signatory of 

        Common Service

 Provider to

        the Clearing 

        Systems