Exhibit 4.2


 


EXECUTION
VERSION


 


 


CORPORATE OFFICE PROPERTIES, L.P.


 


AS ISSUER


 


CORPORATE OFFICE PROPERTIES TRUST


 


AS GUARANTOR


 


AND


 


U.S. BANK NATIONAL ASSOCIATION


 


AS TRUSTEE


 





 



 


SECOND
SUPPLEMENTAL INDENTURE

DATED AS OF MARCH 11, 2021


 





 



 


$600,000,000
2.750% SENIOR NOTES DUE 2031


 





 



 


SUPPLEMENT
TO INDENTURE


 


DATED
AS OF APRIL 8, 2019, AMONG


 


CORPORATE
OFFICE PROPERTIES, L.P. (AS ISSUER),


 


CORPORATE
OFFICE PROPERTIES TRUST (AS GUARANTOR) AND


 


U.S.
BANK NATIONAL ASSOCIATION (AS TRUSTEE)


 


 






     


     


    

 


SECOND SUPPLEMENTAL
INDENTURE, dated as of March 11, 2021 (this "Second Supplemental Indenture"), between CORPORATE OFFICE PROPERTIES,
L.P., a Delaware limited partnership (the "Operating Partnership"), having its principal executive office located
at 6711 Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046; CORPORATE OFFICE PROPERTIES TRUST, a Maryland real estate
investment trust (the "Guarantor") having its principal executive office located at 6711 Columbia Gateway Drive,
Suite 300, Columbia, Maryland 21046; and U.S. BANK NATIONAL ASSOCIATION (the "Trustee"), supplements that
certain Indenture, dated as of April 8, 2019, by and among the Operating Partnership, the Guarantor and the Trustee (the "Original
Indenture," and together with this Second Supplemental Indenture, the "Indenture").


 


RECITALS


 


WHEREAS, the Operating
Partnership and the Guarantor have duly authorized the execution and delivery of the Original Indenture to the Trustee to issue
from time to time for its lawful purposes debt securities evidencing the Operating Partnership's senior unsecured debentures, notes
or other evidences of indebtedness.


 


WHEREAS, Section 301
of the Original Indenture provides that by means of a supplemental indenture the Operating Partnership may create one or more series
of the Operating Partnership's debt securities and establish the form, terms and provisions thereof.


 


WHEREAS, the Operating
Partnership and the Guarantor intend by this Second Supplemental Indenture to (i) create a series of the Operating Partnership's
debt securities, in an aggregate principal amount equal to $600,000,000, entitled 2.750% Senior Notes due 2031 (the "Notes")
and (ii) establish the form and the terms and provisions of the Notes.


 


WHEREAS, the Board
of Trustees of the Guarantor, as the sole general partner of the Operating Partnership, has approved the creation of the Notes
and the form, terms and provisions thereof.


 


WHEREAS, the consent
of Holders to the execution and delivery of this Second Supplemental Indenture is not required, and all other actions required
to be taken under the Original Indenture with respect to this Second Supplemental Indenture have been taken.


 


NOW, THEREFORE IT IS
AGREED:


 


ARTICLE One


 


DEFINITIONS, CREATION, FORM AND TERMS
AND CONDITIONS OF THE DEBT

 SECURITIES


 


Section 1.1
Definitions. Capitalized terms used but not otherwise defined in this Second Supplemental Indenture shall have the
meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally
applicable to both the singular and the plural forms of the terms set forth below:


 






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"Acquired Debt"
means Debt of a Person (1) existing at the time such Person is merged or consolidated with or into the Operating Partnership
or any of its Subsidiaries or becomes a Subsidiary of the Operating Partnership or (2) assumed by the Operating Partnership
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 Operating Partnership or any of its Subsidiaries or
becomes a Subsidiary of the Operating Partnership or the date of the related acquisition, as the case may be.


 


"Adjusted Treasury
Rate" means, with respect to any Redemption Date,


 


(1) the
yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis, rounding to the nearest month); or


 


(2) if
such release (or any successor release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.


 


The Adjusted Treasury
Rate shall be calculated on the third Business Day preceding the notice of the Redemption Date.


 


"Annual Debt
Service Charge" means, for any period, the interest expense of the Operating Partnership and its Subsidiaries for such
period, determined on a consolidated basis in accordance with United States generally accepted accounting principles ("GAAP").


 


"Comparable
Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the Remaining Life of the Notes to be redeemed, that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
Remaining Life of such Notes.


 


"Comparable
Treasury Price" means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the
Operating Partnership obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.


 






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"Consolidated
Income Available for Debt Service" means, for any period, Consolidated Net Income of the Operating Partnership and its
Subsidiaries for such period, plus amounts which have been deducted and minus amounts which have been added for, without duplication:
(1) interest expense, (2) provision for taxes based on income, (3) amortization of debt discount, premium and deferred
financing costs, (4) impairments losses and gains on sales or other dispositions of properties and other investments, (5) property
related depreciation and amortization, (6) amortization of right-of-use assets associated with finance leases of property,
(7) credit losses recognized on financial assets and certain other instruments not measured at fair value, (8) the effect
of any non-recurring, non-cash items, (9) the effect of any non-cash charge resulting from a change in accounting principles
in determining Consolidated Net Income for such period, (10) amortization of deferred charges, (11) gains or losses on
early extinguishment of debt, (12) gains or losses on derivative financial instruments, (13) acquisition expenses, (14)
with regard to unconsolidated real estate joint ventures, plus amounts which have been deducted and minus amounts which have been
added for the activity types referred to above (excluding interest expense) included in arriving at equity in income of unconsolidated
entities, and (15) all determined on a consolidated basis in accordance with GAAP.


 


"Consolidated
Net Income" means, for any period, the amount of net income (or loss) of the Operating Partnership and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.


 


"Debt"
means, with respect to any person, any indebtedness of such person in respect of (1) borrowed money or evidenced by bonds,
notes, debentures or similar instruments, (2) indebtedness secured by any Lien on any property or asset owned by such person,
but only to the extent of the lesser of (a) the amount of indebtedness so secured and (b) the fair market value (determined
in good faith by the board of directors of such person or, in the case of the Operating Partnership and a Subsidiary, by the Board
of Trustees 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 such Person as lessee which is required to be reflected on such Person's balance
sheet as a finance lease. The term "Debt" also includes, to the extent not otherwise included, any non-contingent obligation
of such Person 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 (it being understood that Debt shall be deemed to be
incurred by such Person whenever such Person shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable
in respect thereof).


 


"Depository"
means The Depository Trust Company.


 


"Indenture"
means the Original Indenture as supplemented by this Second Supplemental Indenture and as further amended, modified or supplemented
with respect to the Notes pursuant to the provisions of the Original Indenture.


 


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


 


"Maturity Date"
means April 15, 2031.


 






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"Par Call Date"
means January 15, 2031.


 


"Predecessor
Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note, and, for the purposes of this definition, any Note authenticated and delivered under Section 306
of the Original Indenture in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the lost, destroyed
or stolen Note that it replaces.


 


"Primary Treasury
Dealer" means a primary U.S. government securities dealer.


 


"Quotation
Agent" means the Reference Treasury Dealer appointed by the Operating Partnership.


 


"Redemption
Date" means, with respect to any Note or portion thereof to be redeemed in accordance with the provisions of Section 1.4(d) hereof,
the date fixed for such redemption in accordance with the provisions of Section 1.4(d) hereof.


 


"Reference
Treasury Dealer" means each of (1) Wells Fargo Securities, LLC, (2) Barclays Capital Inc., (3) BofA
Securities, Inc., (4) Citigroup Global Markets Inc. or (5) any one other Primary Treasury Dealer selected by the
Operating Partnership; provided, however, that if any of the Reference Treasury Dealers referred to in clauses (1) through
(4) above ceases to be a Primary Treasury Dealer, the Operating Partnership will substitute therefor another Primary Treasury
Dealer.


 


"Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by Operating Partnership, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in writing to the Operating Partnership by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third Business Day preceding the notice of such Redemption Date.


 


"Remaining
Life" means, with respect to any Notes to be redeemed, the remaining term of such Notes, calculated as if the maturity
date of such Notes were the Par Call Date.


 


"Subsidiary"
means, with respect to the Operating Partnership or the Guarantor, any person (as defined in the Original Indenture but excluding
an individual), a majority of the outstanding Voting Stock, partnership interests, membership interests or other equity interest,
as the case may be, of which is owned or controlled, directly or indirectly, by the Operating Partnership or the Guarantor, as
the case may be, or by one or more other Subsidiaries of the Operating Partnership or the Guarantor, as the case may be.


 


"Total Assets"
means the sum of, without duplication (1) Undepreciated Real Estate Assets and (2) all other assets (excluding accounts
receivable and non-real estate intangibles) of the Operating Partnership and its Subsidiaries, all determined on a consolidated
basis in accordance with GAAP.


 






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"Total Unencumbered
Assets" means the sum of, without duplication, (1) those Undepreciated Real Estate Assets which are not subject to
a Lien securing Debt and (2) all other assets (excluding accounts receivable and non-real estate intangibles) of the Operating
Partnership and its Subsidiaries not subject to a Lien securing Debt, all determined on a consolidated basis in accordance with
GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstanding Unsecured Debt for
purposes of the covenant set forth in Section 2.2(d) hereof entitled "Maintenance of Total Unencumbered Assets,"
all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities
shall be excluded from Total Unencumbered Assets.


 


"Undepreciated
Real Estate Assets" means, as of any date, the cost (original cost plus capital improvements) of real estate assets, property
right-of-use assets associated with finance leases in accordance with GAAP and related intangibles of the Operating Partnership
and its Subsidiaries on such date, before depreciation and amortization, all determined on a consolidated basis in accordance with
GAAP.


 


"Unsecured
Debt" means Debt of the Operating Partnership or any of its Subsidiaries which is not secured by a Lien on any
property or assets of the Operating Partnership or any of its Subsidiaries.


 


"Voting
Stock" means stock having voting power for the election of directors, trustees or managers, 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.


 


Section 1.2 Creation
of Notes. In accordance with Section 301 of the Original Indenture, the Operating Partnership hereby creates the Notes
as a separate series of its debt securities, entitled "2.750% Senior Notes due 2031," issued pursuant to the Indenture.
The Notes shall initially be limited to an aggregate principal amount equal to $600,000,000, subject to the exceptions set forth
in Section 301(2) of the Original Indenture and Section 1.4(g) hereof.


 


Section 1.3 Form of
Notes. The Notes will be issued in the form of one or more fully registered global securities (the "Global Note")
that will be deposited with, or on behalf of the Depository, and registered in the name of the Depository or its nominee, as the
case may be, subject to Section 305 of the Original Indenture. So long as the Depository, or its nominee, is the registered
owner of the Global Note, the Depository or its nominee, as the case may be, will be considered the sole Holder of the Notes represented
by the Global Note for all purposes under the Indenture.


 


Section 1.4 Terms
and Provisions of Notes. The Notes shall be governed by all of the terms and provisions of the Original Indenture, as supplemented
by this Second Supplemental Indenture, and in particular, the following provisions shall be terms of the Notes:


 


(a) Registration
and Form. The Notes shall be issuable in registered form without coupons in denominations of $2,000 principal amount and integral
multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the
date specified on the face of the form of Note attached as Exhibit A hereto.


 






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(b) Payment
of Principal and Interest. All payments of principal and interest in respect of the Global Note will be made by the Operating
Partnership in immediately available funds to the Depository or its nominee, as the case may be, as the Holder of the Global Note.
The Notes shall mature, and the unpaid principal thereon, shall be payable, on April 15, 2031, subject to the provisions
of the Original Indenture. The rate per annum at which interest shall be payable on the Notes shall be 2.750%. Interest on the
Notes will be payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2021 (each,
an "Interest Payment Date") and on the Stated Maturity as specified in Section 1.4(b) hereof, to the
Persons in whose names the Notes are registered in the Security Register applicable to the Notes at the close of business on April 1
for Interest Payment Dates of April 15 and October 1 for Interest Payment Dates of October 15 (each a "Record
Date"). Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on the
Notes shall accrue from March 11, 2021.


 


(c) Sinking
Fund. There shall be no sinking fund provided for the Notes.


 


(d) Redemption
at the Option of the Operating Partnership.


 


(1)    The
Operating Partnership shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time
to time prior to the Par Call Date, in whole or in part. The redemption price ("Redemption Price") will equal
the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent,
the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would
be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption
Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate plus 25 basis points (0.25% or twenty-five one-hundredths of one percent), plus, in each case, accrued
and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Redemption
Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Operating Partnership will pay the
full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business
on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing,
if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of
the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date.


 


(2)    The
Operating Partnership shall not redeem the Notes pursuant to Section 1.4(d)(1) hereof on any date if the principal amount
of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in
the case of an acceleration resulting from a default by the Operating Partnership in the payment of the Redemption Price with respect
to the Notes to be redeemed).


 






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(e) Notice
of Optional Redemption; Selection of Notes.


 


(1)    In
case the Operating Partnership shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes
pursuant to Section 1.4(d) hereof, it shall fix a date for redemption and it or, at its written request received by
the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee)
to the date the notice of redemption is to be mailed (or sent by electronic transmission), the Trustee in the name of and at the
expense of the Operating Partnership, shall mail (or send by electronic transmission) or cause to be mailed (or sent by electronic
transmission) a notice of such redemption not fewer than fifteen (15) calendar days nor more than sixty (60) calendar days prior
to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on
the Note Register or electronically pursuant to the Depository's procedures; provided, that if the Operating Partnership
makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the
Trustee; provided further that the text of the notice shall be prepared by the Operating Partnership. Such mailing shall
be by first class mail (unless sent by electronic transmission). The notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such
notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Note.


 


(2)    Each
such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP
number or numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the
Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon
presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date
will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed
will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be
redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender
of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued.


 


(3)    Whenever
any Notes are to be redeemed, the Operating Partnership will give the Trustee written notice of the Redemption Date, together
with an Officers' Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty-five (35) calendar
days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date.


 






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(4)    On
or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 1.4(e), the Operating
Partnership will deposit with the Paying Agent an amount of monies in immediately available funds sufficient to redeem on the
Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided,
that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City
time, on such date. The Operating Partnership shall be entitled to retain any interest, yield or gain on amounts deposited with
the Paying Agent pursuant to this Section 1.4(e) in excess of amounts required hereunder to pay the Redemption Price.


 


(5)    If
less than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global
Note or the Notes in certificated form to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess
thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depository. The
Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.


 


(f) Payment
of Notes Called for Redemption by the Operating Partnership.


 


(1)    If
notice of redemption has been given as provided in Section 1.4(e) hereof, the Notes or portion of Notes with respect
to which such notice has been given shall become due and payable on the Redemption Date and at the place or places stated in such
notice at the Redemption Price, and unless the Operating Partnership shall default in the payment of such Notes at the Redemption
Price, so long as Paying Agent holds funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption
Date, then (a) such Notes will cease to be outstanding on and after the Redemption Date, (b) interest on the Notes or
portion of Notes so called for redemption shall cease to accrue on and after the Redemption Date, (c) after 5:00 p.m., New
York City time, on the second Business Day immediately preceding the Redemption Date (unless the Operating Partnership shall default
in the payment of the Redemption Price) and, except as provided in Section 403 and Section 605 of the Original Indenture,
such Notes will cease to be entitled to any benefit or security under the Indenture, and (d) the Holders of the Notes shall
have no right in respect of such Notes except the right to receive the Redemption Price thereof. On presentation and surrender
of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and
redeemed by the Operating Partnership at the Redemption Price, together with interest accrued thereon to, but excluding, the Redemption
Date.


 






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(2)    Upon
presentation of any Note redeemed in part only, the Operating Partnership shall execute and the Trustee shall authenticate and
make available for delivery to the Holder thereof, at the expense of the Operating Partnership, a new Note or Notes, of authorized
denominations, in principal amount equal to the unredeemed portion of the Notes so presented.


 


(g) Additional
Issues. The Operating Partnership may, from time to time, without the consent of the Holders, create and issue further securities
having the same terms and conditions as the Notes in all respects, except for any difference in the issue date, issue price, interest
accrued prior to the issue date of the additional notes, and, if applicable, the first interest payment date so long as such additional
notes are fungible for U.S. federal income tax purposes with the previously outstanding Notes. Additional notes issued in this
manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Notice of any such issuance
shall be given to the Trustee and a new supplemental indenture shall be executed in connection with the issuance of such securities.


 


Section 1.5 Book-Entry
Provisions. This Section 1.5 shall apply only to the Global Note deposited with or on behalf of the Depository.


 


(a) The
Operating Partnership shall execute and the Trustee shall, in accordance with this Section 1.5, authenticate and deliver
the Global Note that shall be registered in the name of the Depository or its nominee and shall be held by the Trustee as custodian
for the Depository.


 


(b) Participants
of the Depository shall have no rights either under the Indenture or with respect to the Global Note. The Depository or its nominee,
as applicable, shall be treated by the Operating Partnership, the Guarantor, the Trustee and any agent of the Operating Partnership,
the Guarantor or the Trustee as the absolute owner and Holder of such Global Note for all purposes under the Indenture. Notwithstanding
the foregoing, nothing herein shall prevent the Operating Partnership, the Guarantor or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository or its nominee, as applicable, or impair, as between
the Depository and its participants, the operation of customary practices of such depository governing the exercise of the rights
of an owner of a beneficial interest in the Global Note.


 


Section 1.6 Transfer
and Exchange of the Notes.


 


(a) The
transfer and exchange of beneficial interests in the Global Note shall be effected through the Depository in accordance with the
Indenture and the applicable procedures of the Depository. Except as provided in Section 1.6(b) hereof, beneficial owners
of the Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive
physical delivery of definitive notes in registered certificated form (the "Certificated Notes") and will not
be considered Holders of the Global Note.


 






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(b) The
Global Note is exchangeable for Certificated Notes if:


 


(1)    the
Depository (a) notifies the Operating Partnership that it is unwilling or unable to continue as depository for the Global
Note or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Operating Partnership
fails to appoint a successor depository;


 


(2)    the
Operating Partnership, at its option, notifies the Trustee in writing that the Operating Partnership elects to cause the issuance
of the Certificated Notes; or


 


(3)    upon
request from the Depository if there has occurred and is continuing a default or Event of Default with respect to the Notes.


 


ARTICLE Two


 


ADDITIONAL COVENANTS FOR BENEFIT OF HOLDERS
OF NOTES


 


In addition to the
covenants set forth in the Original Indenture, the Operating Partnership hereby further covenants as follows:


 


Section 2.1 Provision
of Financial Information. The Operating Partnership and the Guarantor will:


 


(a) file
with the Trustee, within fifteen (15) days after the Operating Partnership or the Guarantor files them with the Commission, copies
of the annual reports and information, documents and other reports which the Operating Partnership or the Guarantor may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Operating Partnership
or the Guarantor is not required to file information, documents or reports pursuant to those Sections, then the Operating Partnership
and the Guarantor will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic information, documents and reports which Section 13
of the Exchange Act may require with respect to a security listed and registered on a national securities exchange; and


 


(b) file
with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by the Operating Partnership and the Guarantor with
the conditions and covenants of the indenture as may be required from time to time by such rules and regulations.


 


Reports, information
and documents filed with the Commission via the EDGAR system will be deemed to be delivered to the Trustee as of the time of such
filing via EDGAR for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine
whether or not such information, documents or reports have been filed via EDGAR. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including its compliance with any of its
covenants relating to the notes (as to which the Trustee is entitled to rely exclusively on an officers' certificate).


 






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Section 2.2 Limitations
on Incurrence of Debt.


 


(a) Limitation
on Total Outstanding Debt. The Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt
(including, without limitation, Acquired 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 the Operating Partnership's and
its Subsidiaries' outstanding Debt (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum
of the following (without duplication): (1) the Operating Partnership's and its Subsidiaries' Total Assets as of the last
day of the then most recently ended fiscal quarter and (2) the aggregate purchase price of any real estate assets or mortgages
receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not
used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Operating Partnership or any Subsidiary
since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Debt.


 


(b) Secured
Debt Test. The Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including,
without limitation, Acquired Debt) secured by any Lien on any of the Operating Partnership's or any of its Subsidiaries' property
or assets, whether owned on the date of the indenture or subsequently acquired, 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 (determined
on a consolidated basis in accordance with GAAP) of all of the Operating Partnership's and its Subsidiaries' outstanding Debt
which is secured by a Lien on any of the Operating Partnership's and its Subsidiaries' property or assets is greater than 40%
of the sum of (without duplication): (1) the Operating Partnership's and its Subsidiaries' Total Assets as of the last day
of the then most recently ended fiscal quarter; and (2) the aggregate purchase price of any real estate assets or mortgages
receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not
used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Operating Partnership or any of its
Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Debt.


 


(c) Debt
Service Test.


 


(1)     The
Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired
Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of
the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall
have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds
from such Debt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions:


 






    - 12 - 


     


    

 


(2)     such
Debt and any other Debt (including, without limitation, Acquired Debt) incurred by us or any of our Subsidiaries since the first
day of such four-quarter 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;


 


(3)     the
repayment or retirement of any other Debt of the Operating Partnership or any of its Subsidiaries since the first day of such
four-quarter 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 will be computed based upon the average daily balance
of such Debt during such period); and


 


(4)     in
the case of any acquisition or disposition by the Operating Partnership 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-quarter 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.


 


(5)     If
the Debt giving rise to the need to make the calculation described in Section 2.2(c)(1) 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 will be computed on a pro forma basis by applying the average daily rate which
would have been in effect during the entire four-quarter 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. For purposes of this Section 2.2(c), Debt
will be deemed to be incurred by the Operating Partnership or any of its Subsidiaries whenever the Operating Partnership or such
Subsidiary shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof.


 


(d) Maintenance
of Total Unencumbered Assets. The Operating Partnership will not have at any time Total Unencumbered Assets of less than 150%
of the aggregate principal amount of all of the Operating Partnership's and its Subsidiaries' outstanding Unsecured Debt determined
on a consolidated basis in accordance with GAAP.


 


Section 2.3 Insurance.
The Operating Partnership will, and will cause each of its Subsidiaries to, keep in force upon all of the Operating Partnership's
and each of its Subsidiaries' properties and operations insurance policies carried with responsible insurance companies in such
amounts and covering all such risks as is customary in the industry in which the Operating Partnership and its Subsidiaries do
business in accordance with prevailing market conditions and availability.


 


Section 2.4 Maintenance
of Properties. The Operating Partnership will cause all of its properties used or useful in the conduct of the business of
the Operating Partnership or any of its Subsidiaries to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and the Operating Partnership will cause all necessary repairs, renewals, replacements,
betterments and improvements to be made, all as in the Operating Partnership's judgment may be necessary in order for Operating
Partnership to at all times properly and advantageously conduct its business carried on in connection with such properties.


 






    - 13 - 


     


    

 









 


Section 2.5     Payment
of Taxes and Other Claims. The Operating Partnership and the Guarantor will each pay or discharge or cause to be paid or discharged
before it becomes delinquent: (i) all taxes, assessments and governmental charges levied or imposed on the Operating Partnership,
the Guarantor or any of their respective Subsidiaries or on their respective or any such Subsidiary's income, profits or property;
and (ii) all lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon their respective
property or the property of any of their respective Subsidiaries; provided, however, that neither the Operating Partnership nor
the Guarantor will be required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith.


 


Section 2.6     Existence.
Subject to Article Eight of the Original Indenture, each of the Operating Partnership and the Guarantor will do or cause to
be done all things necessary to preserve and keep in full force and effect its (i) existence, and (ii) rights (charter
and statutory) and franchises; provided, that neither the Operating Partnership nor the Guarantor shall be required to preserve
any such right or franchise if the Board of Trustees (or any duly authorized committee of that Board of Trustees), as applicable,
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Operating Partnership
or the Guarantor, as applicable.


 


ARTICLE Three

ASSUMPTION BY GUARANTOR


 


Section 3.1     Assumption
by Guarantor. Without the consent of any Holders of the Notes, the Guarantor, or a Subsidiary thereof, may directly assume,
by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of, any premium and interest on all the Notes and the performance of every covenant of
the Indenture on the part of the Operating Partnership to be performed or observed. Upon any such assumption, the Guarantor or
such Subsidiary shall succeed to, and be substituted for and may exercise every right and power of, the Operating Partnership under
the Indenture with the same effect as if the Guarantor or such Subsidiary had been named as the Operating Partnership in the Indenture
and the Operating Partnership shall be released from all obligations and covenants with respect to the Notes. No such assumption
shall be permitted unless the Guarantor has delivered to the Trustee (i) an Officers' Certificate and an Opinion of Counsel,
each stating that such assumption and supplemental indenture comply with this Section 3.1 and Article Eight of the Original
Indenture, and that all conditions precedent in the Indenture provided for relating to such transaction have been complied with
and that, in the event of assumption by a Subsidiary, the Guarantee and all other covenants of the Guarantor in the Indenture remain
in full force and effect and (ii) an opinion of independent counsel that the Holders of Notes shall have no materially adverse
United States federal tax consequences as a result of such assumption, and that, if any Notes are then listed on the New York Stock
Exchange, that such Notes shall not be delisted as a result of such assumption.


 






    - 14 -


     


    




 


ARTICLE Four

NOTICE OF DEFAULTS





 


Section 4.1     Notice
of Defaults. The Trustee shall, within ninety (90) calendar days after a Responsible Officer of the Trustee has knowledge of
the occurrence of a Default, mail (or send by electronic transmission) to all Noteholders, as the names and addresses of such Holders
appear upon the Note Register or electronically pursuant to the Depository's procedures, notice of all Defaults known to a Responsible
Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided, that except
in the case of default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3
hereof), or interest on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the
interest of the Noteholders.


 


ARTICLE Five

TRUSTEE


 


Section 5.1     Trustee.
The Trustee is appointed as the principal paying agent, transfer agent and registrar for the Notes and for the purposes of Section 1002
of the Original Indenture. The Notes may be presented for payment at the Corporate Trust Office of the Trustee or at any other
agency as may be appointed from time to time by the Operating Partnership in The City of New York. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution
hereof by the Operating Partnership. The recitals of fact contained herein shall be taken as the statements solely of the Operating
Partnership, and the Trustee assumes no responsibility for the correctness thereof.


 


Section 5.2     Duties
and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver
of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in the Indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of its own affairs. Except as explicitly specified
otherwise in the Indenture, the Operating Partnership will be responsible for making all calculations required under the Indenture
and the Notes. The Operating Partnership will make such calculations in good faith and, absent manifest error, the Operating Partnership's
calculations will be final and binding on Holders of the Notes. The Operating Partnership will provide a schedule of its calculations
to the Trustee, and the Trustee is entitled to rely upon the accuracy of the Operating Partnership's calculations without independent
verification. The Trustee will forward the Operating Partnership's calculations to any Holder of the Notes upon request.


 


Section 5.3     Preferential
Collection of Claims. If and when the Trustee shall be or become a creditor of the Operating Partnership (or any other obligor
upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of the claims
against the Operating Partnership (or any such other obligor).


 






    - 15 -


     


    




 


ARTICLE Six

MISCELLANEOUS PROVISIONS





 


Section 6.1     Ratification
of Original Indenture. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to
the Original Indenture, and as supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed,
and the Original Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.
In the event of a conflict between the language of this Second Supplemental Indenture and the Original Indenture, the language
of this Second Supplemental Indenture shall control.


 


Section 6.2     Effect
of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction
hereof.


 


Section 6.3     Successors
and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Operating Partnership shall bind its
respective successors and assigns, whether so expressed or not.


 


Section 6.4     Separability
Clause. In case any one or more of the provisions contained in this Second Supplemental Indenture shall for any reason be held
to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.


 


Section 6.5     Governing
Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New
York without regard to conflict of law principles that would result in the application of any laws other than the laws of the State
of New York. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act, that are required to be
part of this Second Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.


 


Section 6.6     Counterparts.
This Second Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument.


 


Section 6.7     Identifying
Information.  To help the government fight the funding of terrorism and money laundering activities, federal law requires
all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual
person such as a business entity, a charity, a trust, or other legal entity, the Trustee requires documentation to verify its formation
and existence as a legal entity. The Trustee may ask to see financial statements, licenses, identification and authorization documents
from individuals claiming authority to represent the entity or other relevant documentation.  The parties acknowledge that
a portion of the identifying information set forth herein is being requested by the Trustee in connection with the USA Patriot
Act, Pub.L.107-56 (the "Act"), and each agrees to provide any additional information requested by the Trustee
in connection with the Act or any other legislation or regulation to which the Trustee is subject, in a timely manner.





 



    - 16 -


     


    







 


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


 


	 	CORPORATE OFFICE PROPERTIES, L.P.,
	 	as Operating Partnership
	 	 	 
	 	By:	Corporate Office Properties Trust,
	 	 	its general partner
	 	 	 
	 	 	 	By: 	/s/
    Stephen E. Budorick
	 	 	 	Name: Stephen E. Budorick
	 	 	 	Title: President and Chief Executive
    Officer
	 	 	 
	 	 	 	By:	/s/ Anthony
    Mifsud
	 	 	 	Name: Anthony Mifsud
	 	 	 	Title: Executive Vice President
    and Chief Financial Officer



 


	 	CORPORATE OFFICE PROPERTIES
    TRUST,
	 	as Guarantor
	 	 
	 	 	 	By:	/s/
    Stephen E. Budorick
	 	 	 	Name: Stephen E. Budorick
	 	 	 	Title: President and Chief
    Executive Officer
	 	 
	 	 	 	By:	/s/ Anthony
    Mifsud
	 	 	 	Name: Anthony Mifsud
	 	 	 	Title: Executive Vice President
    and Chief Financial Officer




 


[Signature Page to
Second Supplemental Indenture]


 






     


     


    

 


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


 





 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	/s/ Monique L. Green
	 	Name: Monique L. Green
	 	Title: Vice President
	 	 
	 	By:	 /s/ Melody M. Scott
	 	Name: Melody M. Scott
	 	Title: Assistant Vice President




 


[Signature Page to
Second Supplemental Indenture]


 






     


     


    




 


EXHIBIT A


 


Form of 2.750% Senior Note due 2031


 


THIS GLOBAL NOTE IS
HELD BY THE DEPOSITORY (AS DEFINED IN THE SECOND SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 1.6 OF THE SECOND SUPPLEMENTAL INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 1.6 OF THE SECOND SUPPLEMENTAL
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 401 OF THE
ORIGINAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT
OF THE ISSUER.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY
OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 






     


     


    

 


CORPORATE OFFICE PROPERTIES, L.P.

2.750% SENIOR NOTES DUE 2031


 


No. [ ]


 


CUSIP
No.:     22003B AM8


 


ISIN:     US22003BAM81


 


$[ ]


 


Corporate
Office Properties, L.P., a Delaware limited partnership (herein called the "Issuer," which term includes any successor
entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to Cede & Co.,
or its registered assigns, the principal sum of [ ] HUNDRED MILLION DOLLARS ($ ), or such lesser amount as is set forth in the
Schedule of Increases or Decreases In Note on the other side of this Note, on April 15, 2031 at the office or agency of the
Issuer maintained for that purpose in accordance with the terms of the Indenture, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semi-annually
on April 15 and October 15 of each year, commencing October 15, 2021, on said principal sum at said office or agency,
in like coin or currency, at the rate per annum of 2.750%, from April 15 or October 15, as the case may be, next preceding
the date of this Note to which interest has been paid or duly provided for, unless no interest has been paid or duly provided for
on the Notes, in which case from March 11, 2021 until payment of said principal sum has been made or duly provided for. The
Issuer shall pay interest on any Notes in certificated form by check mailed to the address of the Person entitled thereto as it
appears in the Note Register or electronically pursuant to the Depository's procedures; provided, however,
that a Holder of any Notes in certificated form in the aggregate principal amount of more than $2.0 million may specify
by written notice to the Issuer that it pay interest by wire transfer of immediately available funds to the account specified by
the Noteholder in such notice, or on any Global Note by wire transfer of immediately available funds to the account of the Depository
or its nominee.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof and the Indenture governing this Note. Such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This Note shall not be
valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually or by
facsimile or other electronic imaging means by the Trustee or a duly authorized authenticating agent under the Indenture.


 






     


     


    

 


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


 


Dated: March 11, 2021


 





 


	 	CORPORATE OFFICE PROPERTIES, L.P.
	 	 
	 	By:	Corporate Office Properties Trust,
	 	 	its sole general partner
	 	

	 	By:	 
	 	 	Name: Stephen E. Budorick
	 	 	Title: President and Chief Executive Officer
	 	 

	 	By:	 
	 	 	Name: Anthony Mifsud
	 	 	Title: Executive Vice President and Chief Financial Officer






 






     


     


    

 


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes described in the within-named Indenture.


 


Dated: March 11, 2021


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	  as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory






 






     


     


    

 


REVERSE SIDE OF NOTE





Corporate Office Properties, L.P.

2.750% SENIOR NOTES DUE 2031


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its 2.750% Senior Notes due 2031 (herein called the "Notes"),
issued under and pursuant to an Indenture dated as of April 8, 2019 (herein called the "Original Indenture"),
among the Issuer, Corporate Office Properties Trust, a Maryland real estate investment trust (the "Guarantor"),
and U.S. Bank National Association, as trustee (herein called the "Trustee"), as supplemented by the Second Supplemental
Indenture dated as of March 11, 2021 (herein called the "Second Supplemental Indenture," and together with
the Original Indenture, the "Indenture"), among the Issuer, the Guarantor and the Trustee, to which Indenture
and any indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuer, the Guarantor and the Holders of the Notes. Defined terms used but
not otherwise defined in this Note shall have the respective meanings ascribed thereto in the Indenture.


 


If an Event of Default
(other than an Event of Default specified in Section 501(5), 501(6) or 501(7) of the Original Indenture with respect
to the Issuer) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all Notes may be
declared to be due and payable by either the Trustee or the Holders of at least twenty-five percent (25%) in aggregate principal
amount of the Notes then outstanding, and, upon said declaration the same shall be immediately due and payable. If an Event of
Default specified in Section 501(5), 501(6) or 501(7) of the Original Indenture occurs with respect to the Issuer,
the principal of and premium, if any, and interest accrued and unpaid on all the Notes shall be immediately and automatically due
and payable without necessity of further action.


 


The Indenture contains
provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal
amount of the Notes at the time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of
the Holders of the Notes, subject to exceptions set forth in Section 902 of the Original Indenture. Subject to the provisions
of the Indenture, the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding may,
on behalf of the Holders of all of the Notes, waive any past Default or Event of Default, subject to exceptions set forth in the
Indenture.


 


No reference herein to
the Indenture and no provision of this Note or of the Indenture shall impair, as among the Issuer and the Holder of the Notes,
the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, on and interest on
this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.


 


Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.


 






     


     


    

 


The Notes are issuable
in fully registered form, without coupons, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess
thereof. At the office or agency of the Issuer referred to on the face hereof, and in the manner and subject to the limitations
provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax, assessment
or other governmental charge that may be imposed in connection with any registration or exchange of Notes, Notes may be exchanged
for a like aggregate principal amount of Notes of any other authorized denominations.


 


The Issuer shall have
the right to redeem the Notes under certain circumstances as set forth in Section 1.4(d), Section 1.4(e) and Section 1.4(f) of
the Second Supplemental Indenture.


 


The Notes are not subject
to redemption through the operation of any sinking fund.


 


Except as expressly provided
in Article 16 of the Original Indenture, no recourse for the payment of the principal of or any premium or interest on this
Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement
of the Issuer in the Indenture or any supplemental indenture or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, limited partner, member, manager, employee, agent, officer, director
or subsidiary, as such, past, present or future, of the Guarantor, the Issuer or any of the Issuer's Subsidiaries or of any successor
thereto, either directly or through the Guarantor, the Issuer or any of the Issuer's subsidiaries or of any successor thereto,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as consideration
for, the execution of the Indenture and the issue of this Note.


 






     


     


    

 


ASSIGNMENT FORM





To assign this Note, fill in the form below:


 


(I) or (we) assign and transfer this
Note to:________________________________________________________________________________________





(Insert assignee's legal name)


 


(Insert assignee's soc. sec. or tax I.D.
no.)


 


 


 


 








(Print or type assignee's name, address
and zip code)


 


and irrevocably appoint _______________
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


Date: _______________


 


	 	Your Signature:	 
	 	                     	         (Sign
    exactly as your name appears on the face of this Note)
	 	




 


Signature Guarantee*:________________


 








 









* Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






     


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE *


 





The following exchanges of a part of this
Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


 


	
        Date
        of Exchange
	
        Amount
        of decrease in Principal Amount at maturity of this Global Note
	
        Amount
        of increase in Principal Amount at maturity of this Global Note
	
        Principal
        Amount at maturity of this Global Note following such decrease (or increase)
	
        Signature
        of authorized officer of Trustee or Custodian



 





 






* This schedule should
be included only if the Note is issued in global form.