Exhibit 4.9


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.


 


CUSIP 45031U AK 7


 


Senior Floating Rate Notes due 2007


 


	
  No. 001

  	
   

  	
  $200,000,000

  



 


iSTAR FINANCIAL INC.


 


promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED MILLION Dollars on March 12,
2007.


 


Interest Payment Dates:  March 12,
June 12, September 12 and December 12


 


Record Dates:  March 1, June 1,
September 1 and December 1


 


Dated:  July 19, 2004


 


	
   

  	
  iSTAR
  FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SEAL


 


This is one of the Notes referred to

in the within-mentioned Indenture:


 


	
  U.S. BANK TRUST NATIONAL
  ASSOCIATION

  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


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[Back of Note]

Senior Floating Rate Notes due 2007


 


Capitalized terms used
herein shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.


 


1.                                       INTEREST. 
iStar Financial Inc., a Maryland corporation (the “Company”),
promises to pay interest on the principal amount of this Note quarterly in
arrears on March 12, June 12, September 12 and December 12
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”),
at the rate per annum, reset quarterly, equal to three month LIBOR (as defined
below) plus 1.25%.  Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from March 12, 2004; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be June 12,
2004.  The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal and premium, if any, from time to time on demand at the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. 
Interest on the Notes will be computed on the basis of the actual number
of days in the applicable Interest Period divided by 360, as further described
below.


 


“LIBOR,”
with respect to an Interest Period, will be the rate (expressed as a percentage
per annum) for deposits in United States dollars for a three-month period
beginning on the second London Banking Day after the Determination Date that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on the
Determination Date.  If Telerate Page
3750 does not include such a rate or is unavailable on a Determination Date,
the Calculation Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the Calculation
Agent, to provide such bank’s offered quotation (expressed as a percentage per
annum), as of approximately 11:00 a.m., London time, on such Determination
Date, to prime banks in the London interbank market for deposits in a
Representative Amount in United States dollars for a three-month period
beginning on the second London Banking Day after the Determination Date.  If at least two such offered quotations are
so provided, LIBOR for the Interest Period will be the arithmetic mean of such
quotations.  If fewer than two such
quotations are so provided, the Calculation Agent will request each of three
major banks in New York City, as selected by the Calculation Agent, to provide
such bank’s rate (expressed as a percentage per annum), as of approximately
11:00 a.m., New York City time, on such Determination Date, for loans in a Representative
Amount in United States dollars to leading European banks for a three-month
period beginning on the second London Banking Day after the Determination Date.
If at least two such rates are so provided, LIBOR for the Interest Period will
be the arithmetic mean of such rates.  If
fewer than two such rates are so provided, then LIBOR for the Interest Period
will be LIBOR in effect with respect to the immediately preceding Interest
Period.


 


“Interest
Period” means the period commencing on and including an Interest
Payment Date and ending on and including the day immediately preceding the next
succeeding interest Payment Date, with the exception that the first Interest
Period shall commence on and include March 12, 2004 and end on and include
June 11, 2004.


 


“Determination
Date,”‘ with respect to an Interest Period, will be the second
London Banking Day preceding the first day of the Interest Period.


 


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“London
Banking Day” is any day in which dealings in United States dollars
are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.


 


“Representative
Amount” means a principal amount of not less than U.S. $1,000,000
for a single transaction in the relevant market at the relevant time.


 


“Telerate
Page 3750” means the display designated as “Page 3750” on the
Moneyline Telerate service (or such other page as may replace Page 3750 on that
service).


 


The amount of interest
for each day that the Notes are outstanding (the “Daily
Interest Amount”) will be calculated by dividing the interest rate
in effect for such day by 360 and multiplying the result by the principal
amount of the Notes. The amount of interest to be paid on the Notes for each
Interest Period will be calculated by adding the Daily Interest Amounts for
each day in the Interest Period.


 


All percentages resulting
from any of the above calculations will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point being rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all
dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).


 


The interest rate on the
Notes will in no event be higher than the maximum rate permitted by New York
law as the same may be modified by United States law of general application.


 


The Calculation Agent
will, upon the request of the holder of any Note, provide the interest rate
then in effect with respect to the Notes. All calculations made by the
Calculation Agent in the absence of manifest error will be conclusive for all
purposes and binding on the Company and the holders of the Notes.


 


2.                                       METHOD OF PAYMENT. 
The Company will pay interest on the Notes (except defaulted interest)
to the Persons who are registered Holders of Notes at the close of business on
the March 1, June 1, September 1 and December 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest, and
premium, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent.  Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.  The Company reserves the right to pay
interest to Holders of Notes by check mailed to such Holders at their
registered addresses or by wire transfer to Holders of at least $5 million
aggregate principal amount of Notes.


 


3.                                       PAYING AGENT AND REGISTRAR. 
Initially, U.S. Bank Trust National Association, the Trustee under the
Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


 


4.                                       INDENTURE. 
The Company issued the Notes under an Indenture dated as of March 12,
2004 (the “Indenture”) between the Company and the
Trustee.  The terms of the Notes include
those


 


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stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  The Notes are obligations of the
Company.  The Company is issuing
$175.0 million in aggregate principal amount on the Issue Date and may
issue Additional Notes in accordance with the terms of the Indenture.


 


5.                                       OPTIONAL REDEMPTION.  The Notes may not be redeemed prior to Maturity.


 


6.                                       MANDATORY REDEMPTION.


 


Except as set forth in
paragraph 7 below, the Company shall not be required to make mandatory redemption
payments with respect to the Notes.


 


7.                                       REPURCHASE AT OPTION OF HOLDER.


 


Upon the occurrence of a
Change of Control, the Company will be required to offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase.


 


8.                                       DENOMINATIONS, TRANSFER, EXCHANGE. 
The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company and the Trustee
may require a Holder to pay any taxes and fees required by law or permitted by
the Indenture.  The Company need not
exchange or register the transfer of any Notes during the period between a
record date and the corresponding Interest Payment Date.


 


9.                                       PERSONS DEEMED OWNERS. 
The registered Holder of a Note may be treated as its owner for all
purposes.


 


10.                                 AMENDMENT, SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the written consent of the Holders of at least a majority
in principal amount of the then outstanding Notes voting as a single class, and
any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the written consent of the Holders of a majority in
principal amount of the then outstanding Notes voting as a single class.  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect in any
material respects the rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act or to evidence and
provide for the acceptance of appointment under the Indenture of a successor
Trustee.


 


11.                                 DEFAULTS AND REMEDIES. 
Events of Default are set forth in the Indenture.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and
payable.  Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice.  Holders may not


 


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enforce the Indenture or
the Notes except as provided in the Indenture. 
Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in writing in its
exercise of any trust or power.  The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest) if it determines that withholding notice is
in their interest.  The Holders of a
majority in aggregate principal amount of the Notes then outstanding by written
notice to the Trustee may on behalf of the Holders of all of the Notes waive
any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes. 
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


12.                                 TRUSTEE DEALINGS WITH COMPANY. 
The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not
the Trustee.


 


13.                                 NO RECOURSE AGAINST OTHERS. 
A director, officer, employee, incorporator or stockholder, of the
Company, as such, shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


14.                                 AUTHENTICATION. 
This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.


 


15.                                 ABBREVIATIONS. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).


 


16.                                 CUSIP NUMBERS. 
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 and the Trustee may use CUSIP numbers in notices of
purchase as a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of purchase and reliance may be placed
only on the other identification numbers placed thereon.


 


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The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:


 


iStar Financial Inc.


1114 Avenue of the Americas, 27th Floor


New York, NY  10036


Attention:  Investor Relations


 


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ASSIGNMENT FORM


 


To assign this Note, fill
in the form below:


 


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

  	
   

  
	
  (Insert assignee’s legal name)

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
  and irrevocably appoint

  	
   

  
	
  to transfer this Note on the books of the Company.
  The agent may substitute another to act for him.

  
	
   

  
	
  Date: 

  	
   

  	
   

  
	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

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

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 










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


 


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OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to
have this Note purchased by the Company pursuant to Section 4.13 of the
Indenture, check the following box :  o


 


If you want to elect to
have only part of the Note purchased by the Company pursuant to Section 4.13
of the Indenture, state the amount you elect to have purchased:


 


$                    


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Tax
  Identification No.:

  	
   

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
									



 










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


 


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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount

  of this Global

  Note following

  such decrease

  (or increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or

  Note Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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