Exhibit 4.2


 


SIXTH SUPPLEMENTAL INDENTURE



Dated as of October 14, 2020



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	7
	 	 
	Section 201 Amendment
    to Section 501 Relating to Events of Default	7
	 	 
	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	8
	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	10
	Section 405 Supplemental
    Indenture	10
	 	 
	ARTICLE FIVE FORM
    AND TERMS OF THE NOTES	11
	 	 
	Section 501 Form
    and Dating	11
	Section 502 Certain
    Terms of the Notes	12
	Section 503 Redemption	13
	 	 
	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	15
	Section 607 Headings	16
	Section 608 Effectiveness	16
	Section 609 Electronic
    Signatures	16





 






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SIXTH SUPPLEMENTAL INDENTURE


 


This Sixth Supplemental Indenture, dated
as of October 14, 2020 (this “Sixth 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 Sixth 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 Sixth
Supplemental Indenture to establish the terms of the Securities created on or after the date of this Sixth 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 “2.400% Senior Notes
due 2031” (hereinafter called the “Notes”), pursuant to the terms of this Sixth 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 Sixth Supplemental Indenture.


 


NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL
INDENTURE WITNESSETH:


 


For and in consideration of the premises
stated herein, the parties hereto hereby enter into this Sixth 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture.


 


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


 






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“Global Notes” has the
meaning set forth in Section 501(1) of this Sixth Supplemental Indenture.


 


“Independent
Investment Banker” means one of Wells Fargo Securities, LLC 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).


 


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


 






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


 


“Par
Call Date” has the meaning set forth in Section 503 of this Sixth 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,
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) J.P. Morgan Securities LLC or its successors (or
an affiliate that is a Primary Treasury Dealer); and (iii) three 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 



 


		(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.


 






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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).


 


“Trustee” has the meaning
set forth in the first paragraph of this Sixth 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. 


 


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;


 






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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.


 


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.


 






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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.


 


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).


 






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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.


 


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 Sixth 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. 




 




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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 Sixth 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 Sixth
Supplemental Indenture; and the Company and the Trustee, by their execution and delivery of this Sixth
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 Sixth
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.


 


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 Sixth Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of this Sixth
Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.


 






    12 


     


    

 


(1)              
Title. The Notes shall constitute a series of Securities having the title “2.400% Senior Notes due 2031.”


 


(2)              
Principal Amount. The Notes shall initially be limited to an aggregate principal amount of FIVE HUNDRED MILLION
DOLLARS ($500,000,000). 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 February
1, 2031 (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 2.400% per year from, and including, October 14, 2020 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 February 1 and August 1 of each year, beginning on February 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 January
15 or July 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. 


 


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 November 1, 2030 (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 30 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.


 






    13 


     


    

 


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.


 






    14 


     


    

 



 


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 Sixth
Supplemental Indenture. However, to the extent any provision of the Original Indenture conflicts with the express provisions
of this Sixth Supplemental Indenture, the provisions of this Sixth
Supplemental Indenture shall govern and be controlling.


 


Section 602
Trust Indenture Act Controls.


 


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


 


Section 603
Governing Law.


 


This Sixth
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 Sixth Supplemental Indenture. Each signed counterpart shall be deemed an original
but all of them together represent one and the same Sixth Supplemental Indenture.


 


Section 605
Severability.


 


Each provision of this Sixth
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 Sixth 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.


 


Section 606
Ratification.


 


The Original Indenture, as
supplemented and amended by this Sixth Supplemental Indenture, is in all
respects ratified and confirmed. The Original Indenture and this Sixth
Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in
this Sixth 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 Sixth Supplemental Indenture, and agrees to perform the
same upon the terms and conditions of the Original Indenture, as supplemented by this Sixth
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 Sixth Supplemental Indenture.


 






    15


     


    

 


Section 607
Headings.


 


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


 


Section 608
Effectiveness.


 


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


 


Section 609
Electronic Signatures.


 


The Notes, this Sixth 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]


 



    16


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Sixth 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/ Joshua A. Hahn
	 	 	 	Name: Joshua A. Hahn
	 	 	 	Title: Vice President






 


[Signature Page to Sixth Supplemental Indenture]


 






    17


     


    

 


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.



2.400% Senior Note due 2031


 


	REGISTERED	PRINCIPAL AMOUNT:
    $500,000,000



No. R-1


 


CUSIP: 92936U AG4


ISIN: US92936UAG40


 


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 FIVE HUNDRED MILLION DOLLARS
($500,000,000) on February 1, 2031 (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, October 14, 2020, or from the most recent interest payment date to which interest has been paid or duly provided
for, as applicable, semiannually in arrears on February 1 and August 1 of each year, commencing on February 1, 2021 (each, an “Interest
Payment Date”), and, if applicable, on the Maturity Date, at the rate of 2.400% 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 January
15 or July 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.


 






    18


     


    

 


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 November 1, 2030 (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 30 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 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) J.P.
Morgan Securities LLC or its successors (or an affiliate that is a Primary Treasury Dealer); and (iii) three 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).


 






    19


     


    

 


“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 Sixth Supplemental Indenture thereto, dated as of October 14, 2020 (the “Sixth 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 “2.400%
Senior Notes due 2031” (collectively, the “Notes”), limited, except as specified below, in aggregate principal
amount to FIVE HUNDRED MILLION DOLLARS ($500,000,000). 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: October 14, 2020


 


	 	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: October 14, 2020


 






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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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