Exhibit 4.2


 


SEVENTH SUPPLEMENTAL INDENTURE


 


Dated as of February 25, 2021


 


to


 


INDENTURE


 


Dated as of March 14, 2014


 


Between


 


W. P. Carey Inc., as Issuer


 


and


 


U.S. Bank National Association, as Trustee


 






    


     


    

 


TABLE OF CONTENTS


 


Page


 


	Article One
    DEFINITIONS	1
	 	 
	Section 101 Certain Terms Defined in the
    Indenture	1
	Section 102 Definitions	2
	 	 
	Article Two
    AMENDMENT TO THE ORIGINAL INDENTURE	8
	 	 
	Section 201 Amendment to Section 501
    Relating to Events of Default	8
	 	 
	Article Three
    CERTAIN COVENANTS	8
	 	 
	Section 301 Limitation on Incurrence of
    Debt	8
	Section 302 Limitation on the Incurrence
    of Secured Debt	8
	Section 303 Limitation on the Incurrence
    of Debt Based on Consolidated EBITDA to Annual Debt Service Charge	9
	Section 304 Maintenance of Unencumbered
    Asset Value	9
	Section 305 Reports by the Company	9
	 	 
	Article Four
    POSSIBLE FUTURE OPERATING PARTNERSHIP GUARANTEE	10
	 	 
	Section 401 Possible Future Operating Partnership
    Guarantee	10
	Section 402 Ranking	10
	Section 403 Waiver of Reimbursement, Indemnity
    and Subrogation Rights	10
	Section 404 Release of any Operating Partnership
    Guarantee	11
	Section 405 Supplemental Indenture	11
	 	 
	Article Five
    FORM AND TERMS OF THE NOTES	11
	 	 
	Section 501 Form and Dating	11
	Section 502 Certain Terms of the Notes	13
	Section 503 Redemption	14
	 	 
	Article Six
    MISCELLANEOUS	15
	 	 
	Section 601 Relationship with Indenture	15
	Section 602 Trust Indenture Act Controls	15
	Section 603 Governing Law	15
	Section 604 Multiple Counterparts	15
	Section 605 Severability	15
	Section 606 Ratification	16
	Section 607 Headings	16
	Section 608 Effectiveness	16
	Section 609 Electronic Signatures	16



 






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SEVENTH SUPPLEMENTAL INDENTURE


 


This Seventh Supplemental Indenture, dated
as of February 25, 2021 (this “Seventh Supplemental Indenture”), between W. P. Carey Inc., a Maryland
corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”),
supplements that certain Indenture, dated as of March 14, 2014, by and between the Company and the Trustee (the “Original
Indenture” and, together with this Seventh 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”), 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 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 parties are entering into this Seventh
Supplemental Indenture to establish the terms of the Securities created on or after the date of this Seventh Supplemental Indenture;
and


 


The Company has determined to issue and
deliver, and the Trustee shall authenticate, a series of Securities designated as the Company’s “2.250% Senior Notes
due 2033” (hereinafter called the “Notes”), pursuant to the terms of this Seventh 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 Seventh Supplemental Indenture.


 


NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL
INDENTURE WITNESSETH:


 


For and in consideration of the premises
stated herein, the parties hereto hereby enter into this Seventh Supplemental Indenture, for the equal and proportionate benefit
of all Holders of the Notes 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 Seventh Supplemental
Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture,
as amended and supplemented hereby.


 






    


     


    

 


Section 102
Definitions.


 


For all purposes of this Seventh Supplemental
Indenture:


 


“Acquired Debt” means
Debt of a Person:


 


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



 


		(2)	assumed by the Company 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 Company or any of its Subsidiaries or becomes a Subsidiary
of the Company 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 Company and its Subsidiaries on a pro forma basis for such period (determined
on a consolidated basis in accordance with GAAP).


 


“Capitalization Rate”
means 7.50%.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Comparable
Treasury Issue” means, with respect to any Redemption Date for the Notes, the United States Treasury security selected
by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes
to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date) 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 term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call
Date).


 


“Comparable
Treasury Price” means, with respect to any Redemption Date for the Notes, (1) the average of three Reference Treasury
Dealer Quotations for such Redemption Date (or date of deposit with the Trustee in the case of a satisfaction and discharge),
after excluding the highest and lowest of five Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer
than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.


 


“Consolidated EBITDA”
means the Net Income (Loss) of the Company and its Subsidiaries on a pro forma basis for the applicable period, plus (a) the
sum of the following amounts of the Company 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 Company 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).


 






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


 


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



 


		(2)	indebtedness secured by any Lien on any property or asset owned
                                         by the Company 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 Company 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 Company or any Subsidiary as lessee
                                         which is required to be reflected on the consolidated balance sheet of the Company as
                                         a finance lease in accordance with GAAP,



 


and also includes, to the extent not otherwise included, any
non-contingent obligation of the Company 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 Company or any Subsidiary (it being understood that Debt shall be deemed to be incurred by the Company or any Subsidiary
whenever such Person shall create, assume, guarantee or otherwise become liable in respect thereof).


 


“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.


 


“Future Securities”
has the meaning set forth in Section 2.01 of this Seventh Supplemental Indenture.


 






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“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 501(1) of this Seventh Supplemental Indenture.


 


“Independent Investment Banker”
means one of Wells Fargo Securities, LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC and their respective successors,
appointed by the Company or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment
banking institution of national 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 Company or any of its Subsidiaries.


 


“Management
Contract” means a management contract or advisory agreement under which the Company 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 Company
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 Company and its Subsidiaries on
a pro forma basis from a current Subsidiary that has not been a Subsidiary for the entirety of such period.


 


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


 






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


 


“Operating
Partnership Guarantee” has the meaning set forth in Section 401 of this Seventh Supplemental Indenture.


 


“Par
Call Date” has the meaning set forth in Section 503 of this Seventh Supplemental Indenture.


 


“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 Company 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.


 


“Reference
Treasury Dealer” means each of: (i) Wells Fargo Securities, LLC or its successors (or an affiliate that is a Primary
Treasury Dealer); (ii) Barclays Capital Inc. or its successors (or an affiliate that is a Primary Treasury Dealer); (iii) J.P.
Morgan Securities LLC or its successors (or an affiliate that is a Primary Treasury Dealer); and (iv) two other Primary Treasury
Dealers selected by the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities
dealer (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to any Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment
Banker, 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 Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day preceding such notice of Redemption Date (or date of deposit with the Trustee in the case of a satisfaction
and discharge).


 


“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 Company and/or by one or more other Subsidiaries of the Company, as the case may be, that is consolidated in the financial
statements of the Company in accordance with GAAP and (2) any other Persons that are consolidated with the Company 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 Company
                                         and its Subsidiaries for at least four fiscal quarters (whether or not the applicable
                                         Subsidiary of the Company has been a Subsidiary of the Company 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 Company 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 Company 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 Company
                                         and its Subsidiaries for at least four fiscal quarters (whether or not the applicable
                                         Subsidiary of the Company has been a Subsidiary of the Company 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 Company
                                         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



 






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		(3)	for all other assets of the Company 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.


 


“Treasury Rate” means
(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” or any successor publication that is published weekly by the Board
of Governors of the Federal Reserve System and that 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 (provided however, that if no maturity is within three months before or after the remaining life of the Notes,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the
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 year 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, in each case as calculated on the third Business Day preceding the notice of Redemption
Date (or date of deposit with the Trustee in the case of a satisfaction and discharge).


 


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


 


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


 


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


 






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Article Two


 


AMENDMENT
TO THE ORIGINAL INDENTURE


 


Section 201
Amendment to Section 501 Relating to Events of Default. Section 501(5) of the Original Indenture
is amended and restated, with respect to the Notes and Securities of each series issued on or subsequent to the date hereof (together,
the “Future Securities”), to read as follows:



 


(5)            a
failure by the Company to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) in respect of any Indebtedness (for purposes of this Article Two, as defined in Article One of the Original
Indenture) of the Company in excess of $50,000,000 principal amount under any bond, debenture, note or other evidence of Indebtedness,
or a default under any such bond, debenture, note or other evidence of Indebtedness by the Company has resulted in the acceleration
prior to the stated maturity of the principal amount thereof in excess of $50,000,000, in each case, unless such Indebtedness is
discharged, or the acceleration of such Indebtedness is rescinded or annulled, in each case within 30 days after the Company’s
failure to pay such Indebtedness or the date of acceleration of the stated maturity of the principal amount of such Indebtedness,
as the case may be;


 


Article Three 


 


CERTAIN
COVENANTS


 


In addition to the covenants set forth in
Sections 1001 through 1004, inclusive, of the Original Indenture, there are established the following covenants for the benefit
of Holders of the Notes and any Future Securities and to which such Notes and Future Securities shall be subject and to which Sections
402(3) and 1005 of the Original Indenture shall apply:


 


Section 301
Limitation on Incurrence of Debt. The Company 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 302
Limitation on the Incurrence of Secured Debt. In addition to the limitation set forth in Section 301 above,
the Company 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 303
Limitation on the Incurrence of Debt Based on Consolidated EBITDA to Annual Debt Service Charge. In addition to the
limitations set forth in Sections 301 and 302 above, the Company 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 Company 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 Company 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 Company 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 304
Maintenance of Unencumbered Asset Value. The Company 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).


 


Section 305
Reports by the Company. To the extent there exists any Outstanding Securities, if the Company is subject to Section 13(a) or
15(d) of the Exchange Act or any successor provision, the Company shall deliver to the Trustee the annual reports, quarterly
reports and other documents which it is required to file with the Commission pursuant to Section 13(a) or 15(d) or
any successor provision, within 15 days after the date that the Company files the same with the Commission. If the Company is not
subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, and for so long as there exist
any Outstanding Securities, the Company shall deliver to the Trustee the quarterly and annual financial statements and accompanying
Item 303 of Regulation S-K (“management’s discussion and analysis of financial condition and results of operations”)
disclosure that would be required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q required
to be filed with the Commission if the Company was subject to Section 13(a) or 15(d) of the Exchange Act or any
successor provision, within 15 days of the filing date that would be applicable to the Company at that time pursuant to applicable
Commission rules and regulations.


 






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Reports and other documents filed with the
Commission via the EDGAR system shall be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for purposes
of this Section 305; 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 the Company’s compliance
with any of its covenants relating to the Securities (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).


 


Article Four


 


POSSIBLE
FUTURE OPERATING PARTNERSHIP GUARANTEE


 


Section 401
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 Company 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 (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.


 


Section 402
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 403
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.


 






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Section 404
Release of any Operating Partnership Guarantee. Any Operating Partnership Guarantee
shall be automatically released if (i) the Company exercises its option to discharge its obligations with respect to this
Seventh Supplemental Indenture or the Notes, as applicable, pursuant to Article Four in the Original Indenture, or (ii) the
Operating Partnership is no longer obligated on any other Funded Debt.


 


Section 405
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 Five


 


FORM AND
TERMS OF THE NOTES


 


This Article Five 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 501
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 Seventh 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. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral multiple
of $1,000 in excess thereof.


 


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 Seventh
Supplemental Indenture; and the Company and the Trustee, by their execution and delivery of this Seventh
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 Seventh
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”), which shall be held by the Trustee as custodian
for The Depository Trust Company, New York, New York (the “Depositary”), and registered in the name of Cede &
Co., the Depositary’s nominee, duly executed by the Company and authenticated by the Trustee. The aggregate principal amount
of outstanding Notes represented by a Global Note may from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter provided.


 






    11


     


    

 


Unless and until the Global Notes
are exchanged in whole or in part for the individual Notes represented thereby pursuant to Section 305 of the Original Indenture,
such Global Notes may not be transferred except as a whole by the Depositary to its nominee or by its nominee to the Depositary
or another nominee of the Depositary or by the Depositary or any of its nominees to a successor depositary or any nominee of such
successor depositary. Upon the occurrence of the events specified in Section 305 of the Original Indenture in relation thereto,
the Company shall execute, and the Trustee shall, upon receipt of a request by the Company for authentication, authenticate and
deliver, Notes in physical, certificated form registered in such names and in such principal amounts equal to the outstanding aggregate
principal amount of the Global Notes in exchange therefor.


 


(2)            Book-Entry
Provisions. This Section 501(2) shall apply only to the Global Notes deposited with or on behalf of the Depositary.


 


The Company shall execute and
the Trustee shall, in accordance with this Section 501(2), authenticate and deliver the Global Notes that shall be registered
in the name of the Depositary or the nominee of the Depositary and shall be held by the Trustee as custodian for the Depositary.


 


Participants of the Depositary
shall have no rights either under the Indenture or with respect to any Global Notes. The Depositary or its nominee, as applicable,
shall be treated by the Company, the Trustee and any agent of the Company 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 Company or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee,
as applicable, or impair, as between the Depositary and its participants, the operation of customary practices of such Depositary
governing the exercise of the rights of an owner of a beneficial interest in the Global Notes.


 


(3)            Definitive
Notes. Notes issued in physical, certificated form, registered in the name of the beneficial owner thereof, shall be substantially
in the form of the Note attached hereto as Exhibit A, but without including the text referred to therein as applying
only to Global Notes. Except as provided above in subsection (1), owners of beneficial interests in the Global Notes shall not
be entitled to receive physical delivery of certificated Notes.


 


(4)            Transfer
and Exchange of the Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through
the Depositary, in accordance with the Original Indenture and the procedures of the Depositary therefor. Beneficial interests in
the Global Notes may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the Global Notes.


 






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Section 502
Certain Terms of the Notes.


 


The terms of the Notes are established as
set forth in Article Three of the Original Indenture, this Section, in Section 503 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 Seventh Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of this Seventh
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 “2.250% Senior Notes due 2033.”


 


(2)            Principal
Amount. The Notes shall initially be limited to an aggregate principal amount of FOUR HUNDRED TWENTY FIVE MILLION DOLLARS ($425,000,000).
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. The Notes shall mature on April 1, 2033 (the “Stated Maturity
Date”) and shall be paid against presentation and surrender thereof at the Corporate Trust Office of the Trustee, or
by electronic means, unless earlier redeemed by the Company at its sole option.


 


(4)            Interest
Rate. Interest on the Notes shall accrue at the rate of 2.250% per
year from, and including, February 25, 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 semiannually in arrears on April 1 and October 1 of each year,
beginning on October 1, 2021 (each, an “Interest Payment Date”). The interest so payable shall be paid
to each Holder in whose name a Note is registered at the close of business on the March 15 or September 15 (whether or
not a New York Business Day) immediately preceding the applicable Interest Payment Date. Interest on the Notes shall be computed
on the basis of a 360-day year consisting of twelve 30-day months.


 


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


 






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Section 503
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 January 1, 2033 (the “Par Call Date”), for cash, at a Redemption Price equal
to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) an amount equal to the
sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would
be due if the Notes matured on the Par Call Date (exclusive of unpaid interest accrued to, but not including, such Redemption Date),
discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 20 basis points, plus, in each case, unpaid interest, if any, on the principal amount of the Notes to be redeemed accrued
to, but not including, such Redemption Date.


 


In addition, at any time on or
after the Par Call 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 aggregate principal amount of the Notes to be redeemed plus
unpaid interest, if any, on the principal amount of the Notes to be redeemed 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)            Notice
of Redemption. The Company (or, at the Company’s request, the Trustee on its behalf) must transmit a notice of redemption
to each Holder of Notes to be redeemed at least 15 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 and International Securities Identification Number
(“ISIN”) 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 or
before 10:00 a.m., New York City time, on the Redemption Date, either the Company or the Operating Partnership, if an Operating
Partnership Guarantee has been issued, shall deposit with the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the Redemption Date all the Notes so called for redemption at the Redemption Price.


 


Unless the Company defaults 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 on 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 Depositary. The Trustee may select Notes and portions
of Notes in amounts of $2,000 and integral multiples of $1,000 in excess thereof.


 






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Article Six


 


MISCELLANEOUS


 


Section 601
Relationship with Indenture.


 


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


 


Section 602
Trust Indenture Act Controls.


 


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


 


Section 603
Governing Law.


 


This Seventh
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 604
Multiple Counterparts.


 


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


 


Section 605
Severability.


 


Each provision of this Seventh
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 Seventh 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.


 






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Section 606
Ratification.


 


The Original Indenture, as supplemented
and amended by this Seventh Supplemental Indenture, is in all respects ratified and
confirmed. The Original Indenture and this Seventh Supplemental Indenture shall be
read, taken and construed as one and the same instrument. All provisions included in this Seventh
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 Seventh
Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented
by this Seventh Supplemental Indenture. The recitals and statement contained herein
shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Seventh Supplemental
Indenture.


 


Section 607
Headings.


 


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


 


Section 608
Effectiveness.


 


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


 


Section 609
Electronic Signatures.


 


The Notes, this Seventh Supplemental Indenture
and any notice or other communication sent to the Trustee hereunder requiring a signature must be signed manually or by way of
a digital signature provided by DocuSign (or such other digital signature provider as specified in writing by the Trustee from
time to time). Issuer agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit
communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the
risk of interception and misuse by third parties.


 


[Remainder of Page Intentionally
Left Blank]


 






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


 


	 	W. P. CAREY INC., as Issuer
	 	 	 
	 	By:	/s/ ToniAnn Sanzone
	 	 	Name: ToniAnn
    Sanzone
	 	 	Title: Chief Financial
    Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 		 
	 	 	 
	 	By:	/s/ Benjamin J. Krueger
	 		Name: Benjamin J. Krueger
	 		Title: Vice President


 


[Signature Page to Seventh Supplemental
Indenture]


 




    


     


    


 


EXHIBIT A


 


FORM OF NOTE


 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR CEDE & CO., AS NOMINEE OF THE DEPOSITARY. THIS
NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


W. P. CAREY INC.


 


2.250% Senior Note due 2033


 


	REGISTERED	 	 	PRINCIPAL
    AMOUNT: $425,000,000




No. R-1


 


CUSIP:
92936U AH2





ISIN:
US92936UAH23


 


W. P. CAREY INC., a Maryland corporation (the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or its registered assigns, the principal amount of FOUR HUNDRED TWENTY FIVE MILLION DOLLARS ($425,000,000)
on April 1, 2033 (the “Stated Maturity Date”) (unless redeemed on any date fixed for redemption (the “Redemption
Date”) prior to the Stated Maturity Date in accordance with the terms of this Note and the Indenture) (the Stated Maturity
Date and the Redemption Date are hereinafter referred to as the “Maturity Date” with respect to the principal
repayable on such date) and to pay interest on the outstanding principal amount of this Note from, and including, February 25,
2021, or from the most recent interest payment date to which interest has been paid or duly provided for, as applicable, semiannually
in arrears on April 1 and October 1 of each year, commencing on October 1, 2021 (each, an “Interest Payment
Date”), and, if applicable, on the Maturity Date, at the rate of 2.250% per annum, until said principal amount is paid
or duly provided for. Interest on this Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months.


 


Payment
of Interest. 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 at
the close of business on the March 15 or September 15, whether or not a Business Day, as defined in the Indenture, as
the case may be, immediately preceding such Interest Payment Date (the “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,
all as more fully provided in the Indenture.


 



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Optional
Redemption. The provisions of Article Eleven of the Indenture 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 January 1, 2033 (the “Par Call Date”),
for cash, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed
or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal of and interest
on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of unpaid interest accrued to,
but not including, such Redemption Date), discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, unpaid interest, if any, on the principal
amount of the Notes to be redeemed accrued to, but not including, such Redemption Date.


 


In addition, at any time on or after the Par Call 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 aggregate principal amount of the Notes to be redeemed plus unpaid interest, if any, on
the principal amount of the Notes to be redeemed 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 Treasury Issue” means, with respect
to any Redemption Date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that
the Notes matured on the Par Call Date) 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 term of the Notes to be redeemed
(assuming, for this purpose, that the Notes matured on the Par Call Date).


 


“Comparable Treasury Price” means, with respect
to any Redemption Date for the Notes, (1) the average of three Reference Treasury Dealer Quotations for such Redemption Date
(or date of deposit with the Trustee in the case of a satisfaction and discharge), after excluding the highest and lowest of five
Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than five such Reference Treasury Dealer Quotations,
the average of all such Reference Treasury Dealer Quotations.


 


“Independent Investment Banker” means one
of Wells Fargo Securities, LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC and their respective successors, appointed
by the Company or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.


 


“Reference Treasury Dealer” means each of:
(i) Wells Fargo Securities, LLC or its successors (or an affiliate that is a Primary Treasury Dealer, as defined below); (ii) Barclays
Capital Inc. or its successors (or an affiliate that is a Primary Treasury Dealer); (iii) J.P. Morgan Securities LLC or its
successors (or an affiliate that is a Primary Treasury Dealer); and (iv) two other Primary Treasury Dealers selected by the
Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary
Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations” means,
with respect to any Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment
Banker, 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 Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day preceding such notice of Redemption Date (or date of deposit with the Trustee in the case of a satisfaction
and discharge).


 






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“Treasury Rate” means (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” or any successor publication that is published weekly by the Board of Governors of the Federal
Reserve System and that 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 (provided
however, that if no maturity is within three months before or after the remaining life of the Notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the 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
year 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,
in each case as calculated on the third Business Day preceding the notice of Redemption Date (or date of deposit with the Trustee
in the case of a satisfaction and discharge).


 


In order to
exercise the Company’s right of optional redemption, the Company (or, at the Company’s request, the Trustee on
its behalf) must deliver a written notice of redemption to each Holder of Notes to be redeemed at least 15 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 and ISIN 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 or before 10:00 a.m., New York City time, on the Redemption Date, either the Company or the Operating
Partnership, if an Operating Partnership Guarantee has been issued, shall deposit with the Trustee or with one or more paying
agents an amount of money sufficient to redeem on the Redemption Date all the Notes so called for redemption at the
Redemption Price.


 


Unless the Company defaults 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
on 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 Depository Trust Company. The Trustee may select Notes and portions of Notes in amounts
of $2,000 and integral multiples of $1,000 in excess thereof.


 


Place
of Payment. Either the Company or the Operating Partnership, if an Operating Partnership Guarantee has been issued,
shall make payment of principal of, and premium, if any, and interest on, this Note in immediately available funds at the Corporate
Trust Office of the Trustee or such other Office or Agency as may be designated by the Company for such purpose in The City of
New York, in Dollars.


 


Time
of Payment. If an Interest Payment Date or the Maturity 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 or the Maturity 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.


 


General.
This Note is one of a duly authorized issue of Securities of the Company, issued and to be issued in one or more series under an
indenture (the “Base Indenture”), dated as of March 14, 2014, among the Company 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 Seventh Supplemental Indenture thereto, dated as
of February 25, 2021 (the “Seventh Supplemental Indenture,” and together with the Base Indenture, the “Indenture”),
among the Company 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 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 “2.250% Senior Notes due 2033” (collectively, the “Notes”), limited,
except as specified below, in aggregate principal amount to FOUR HUNDRED TWENTY FIVE MILLION DOLLARS ($425,000,000). To the extent
the terms of this Note conflict with the terms of the Indenture, the terms of this Note shall govern.


 


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 or other identifying
number of any Outstanding Notes must be fungible with such Outstanding Notes for U.S. federal income tax purposes.


 






    20


     


    

 


Possible
Future Operating Partnership Guarantee. Upon and following consummation of an
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 Company 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
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 under this Note and the Indenture and covenant defeasance of certain obligations of the Company 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 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 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 and the Operating Partnership, if an Operating Partnership
Guarantee has been issued, 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.


 


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.


 









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Authorized
Denominations. The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 or
any integral multiple of $1,000 in excess thereof.


 


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 or Agency in any Place of Payment, 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.


 


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 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 Operating Partnership, if an Operating Partnership Guarantee has been issued, the Trustee and any agent of the
Company, the Operating Partnership, if an Operating Partnership Guarantee has been issued, or the Trustee may treat the Holder
as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Operating Partnership,
if an Operating Partnership Guarantee has been issued, the Trustee 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 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.


 


Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers 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 CUSIP number or the
ISIN number printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.


 


[Remainder of Page Intentionally
Left Blank]


 






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IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by duly authorized signatories.


 


Dated: February 25, 2021


 


	 	W. P. CAREY INC.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	 
	 	W. P. CAREY INC.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:





 



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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
    as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	Dated: February 25, 2021	




 






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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 	 




 









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