Exhibit 4.2


 


EIGHTH SUPPLEMENTAL INDENTURE



Dated as of October 15, 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	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




 






    i


     


    

 


EIGHTH SUPPLEMENTAL INDENTURE


 


This Eighth Supplemental Indenture, dated as of
October 15, 2021 (this “Eighth 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 Eighth 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 Eighth Supplemental
Indenture to establish the terms of the Securities created on or after the date of this Eighth 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 “2.450% Senior Notes due 2032”
(hereinafter called the “Notes”), pursuant to the terms of this Eighth 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 Eighth Supplemental Indenture.


 


NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE
WITNESSETH:


 


For and in consideration of the premises stated
herein, the parties hereto hereby enter into this Eighth 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 Eighth 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 Eighth 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).


 






    2 


     


    

 


“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 Eighth 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.


 






    3 


     


    

 


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


 


“Independent Investment Banker”
means one of J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo 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.”


 






    4 


     


    

 


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


 


“Par Call Date” has
the meaning set forth in Section 503 of this Eighth 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) J.P. Morgan Securities LLC or its successors (or an affiliate that is a Primary Treasury Dealer (as defined herein)); (ii)
RBC Capital Markets, LLC or its successors (or an affiliate that is a Primary Treasury Dealer); (iii)Wells Fargo 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.


 






    5 


     


    

 


“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.


 






    6 


     


    

 


“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 Eighth 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;


 






    7 


     


    

 


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.


 






    8 


     


    

 


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).


 






    9 


     


    

 


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 Eighth 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. 


 






    10 


     


    

 


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


 


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.


 






    11 


     


    

 


(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 Eighth Supplemental Indenture, and the Company and the Trustee, by their execution and
delivery of this Eighth 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 “2.450% Senior Notes due 2032.”


 


(2)              
Principal Amount. The Notes shall initially be limited to an aggregate principal amount of THREE HUNDRED AND FIFTY MILLION
DOLLARS ($350,000,000). 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, 2032 (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 2.450% per year from, and including,
October 15, 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 February 1 and August 1 of each year, beginning on February 1, 2022 (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, 2031 (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.


 






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


 


Section 602  Trust
Indenture Act Controls.


 


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


 


Section 603  Governing
Law.


 


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


 


Section 605  Severability.


 


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


 






    15 


     


    

 


Section 607  Headings.


 


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


 


Section 608  Effectiveness.


 


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


 


Section 609  Electronic
Signatures.


 


The Notes, this Eighth 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 Eighth 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 Eighth 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.



2.450% Senior Note due 2032


 


	REGISTERED	PRINCIPAL AMOUNT: $350,000,000




No. R-1


 


CUSIP: 92936U AJ8


ISIN: US92936UAJ88


 


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 THREE HUNDRED AND FIFTY MILLION DOLLARS ($350,000,000)
on February 1, 2032 (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 15, 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 February
1 and August 1 of each year, commencing on February 1, 2022 (each, an “Interest Payment Date”), and, if applicable,
on the Maturity Date, at the rate of 2.450% 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, 2031 (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 J.P.
Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo 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) J.P.
Morgan Securities LLC or its successors (or an affiliate that is a Primary Treasury Dealer, as defined below); (ii) RBC Capital Markets,
LLC or its successors (or an affiliate that is a Primary Treasury Dealer); (iii) Wells Fargo 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).


 






    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 Eighth Supplemental Indenture thereto, dated as of October 15, 2021 (the “Eighth 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 “2.450% Senior Notes due 2032” (collectively, the
“Notes”), limited, except as specified below, in aggregate principal amount to THREE HUNDRED AND FIFTY MILLION DOLLARS
($350,000,000). 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.


 






    21


     


    

 


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]


 






    22


     


    

 


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


 


Dated: October 15, 2021


 


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




 






    23


     


    

 


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 15, 2021


 






    24


     


    

 


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	 	 




 






    25