THIS SECOND SUPPLEMENTAL INDENTURE is entered into as of August 12, 2020 (the Second Supplemental Indenture), by and among PIEDMONT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the Issuer), PIEDMONT OFFICE REALTY TRUST, INC., a Maryland corporation, the Issuers sole general partner (the General Partner, and in the capacity as guarantor of one or more series of Securities to be issued hereunder from time to time, the Guarantor) each having its principal office at 5565 Glenridge Connector, Suite 450, Atlanta, Georgia 30342, and U.S. Bank National Association, as Trustee hereunder (the Trustee), having its Corporate Trust Office at One Federal Street, Boston, Massachusetts 02110.
W I T N E S S E T H:
WHEREAS, the Issuer has delivered to the Trustee an Indenture, dated as of March 6, 2014 (the Base Indenture), providing for the issuance by the Issuer from time to time of Securities in one or more series;
WHEREAS, Section 301 of the Base Indenture provides that various matters with respect to any series of Securities issued under the Base Indenture may be established in an indenture supplemental to the Base Indenture;
WHEREAS, each of the Issuer and the Guarantor desires to execute this Second Supplemental Indenture to establish the form and to provide for the issuance of a series of the Issuers senior notes designated as its 3.150% Senior Notes due 2030 (the Notes), in an initial aggregate principal amount of $300,000,000;
WHEREAS, the Board of Directors of the Guarantor has duly adopted resolutions authorizing the Issuer and the Guarantor to execute and deliver this Second Supplemental Indenture; and
WHEREAS, all of the other conditions and requirements necessary to make this Second Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.
NOW, THEREFORE, for and in consideration of the premises and the purchase of the Series of Securities provided for herein by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Notes, as follows:
RELATION TO BASE INDENTURE; DEFINITIONS
Section 1.01. Relation to Base Indenture. This Second Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes. The Base Indenture, as supplemented by this Second Supplemental Indenture is referred to herein as the Indenture.