Exhibit 4.3


	
   

  	
   

  	
   

  



 


iSTAR FINANCIAL
INC.


 


AND EACH OF THE
GUARANTORS FROM TIME TO TIME PARTY HERETO


 


8.0%
SECOND-PRIORITY SENIOR SECURED GUARANTEED NOTES DUE 2011


 


10.0%
SECOND-PRIORITY SENIOR SECURED GUARANTEED NOTES DUE 2014


 






 


INDENTURE


 


Dated as of May 8,
2009


 






 


U.S. BANK NATIONAL

ASSOCIATION


 


Trustee


 








 





 

















 


CROSS-REFERENCE
TABLE*


 


	
  Trust
  Indenture

  Act Section

  	
   

  	
  Indenture Sections

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.10

  	
   

  
	
  (a)(2)

  	
   

  	
  7.10

  	
   

  
	
  (a)(3)

  	
   

  	
  N.A.

  	
   

  
	
  (a)(4)

  	
   

  	
  N.A.

  	
   

  
	
  (a)(5)

  	
   

  	
  7.10

  	
   

  
	
  (b)

  	
   

  	
  7.10

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
  7.11

  	
   

  
	
  (b)

  	
   

  	
  7.11

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
  2.05

  	
   

  
	
  (b)

  	
   

  	
  13.03

  	
   

  
	
  (c)

  	
   

  	
  13.03

  	
   

  
	
  313(a)

  	
   

  	
  7.06

  	
   

  
	
  (b)(2)

  	
   

  	
  7.07

  	
   

  
	
  (c)

  	
   

  	
  7.06;13.02

  	
   

  
	
  (d)

  	
   

  	
  7.06

  	
   

  
	
  314(a)

  	
   

  	
  4.03;13.02

  	
   

  
	
  (c)(1)

  	
   

  	
  13.04

  	
   

  
	
  (c)(2)

  	
   

  	
  13.04

  	
   

  
	
  (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
  (e)

  	
   

  	
  13.05

  	
   

  
	
  (f)

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
  7.01

  	
   

  
	
  (b)

  	
   

  	
  7.05,13.02

  	
   

  
	
  (c)

  	
   

  	
  7.01

  	
   

  
	
  (d)

  	
   

  	
  7.01

  	
   

  
	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  316(a) (last
  sentence)

  	
   

  	
  2.09

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  6.04

  	
   

  
	
  (a)(2)

  	
   

  	
  N.A.

  	
   

  
	
  (b)

  	
   

  	
  6.07

  	
   

  
	
  (c)

  	
   

  	
  2.13

  	
   

  
	
  317(a)(1)

  	
   

  	
  6.08

  	
   

  
	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
  (b)

  	
   

  	
  2.04

  	
   

  
	
  318(a)

  	
   

  	
  13.01

  	
   

  
	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
  (c)

  	
   

  	
  13.01

  	
   

  



 






N.A. means not
applicable.


*              This cross-reference
table is not part of the Indenture.


 

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.02.

  	
  Other Definitions

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
  Incorporation by Reference of Trust
  Indenture Act

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 1.04.

  	
  Rules of Construction

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE NOTES

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and Dating.

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Execution and Authentication

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Registrar and Paying Agent

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Paying Agent To Hold Money in Trust

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Holder Lists

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Transfer and Exchange.

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Replacement Notes

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Outstanding Notes

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Treasury Notes

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Temporary Notes

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Cancellation

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  Defaulted Interest

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  Record Date

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 2.14.

  	
  CUSIP Numbers

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REDEMPTION

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Notices to Trustee

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Selection of Notes to Be Redeemed

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Notice of Redemption

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Effect of Notice of Redemption

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  Deposit of Redemption Price

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
  Notes Redeemed in Part

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 3.07.

  	
  Optional Redemption

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 3.08.

  	
  Mandatory Redemption

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  COVENANTS

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Notes

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Maintenance of Office or Agency

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Reports to Holders

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Compliance Certificate.

  	
  43

  
				



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
  Taxes

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 4.06.

  	
  Stay, Extension and Usury Laws

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 4.07.

  	
  Limitation on Incurrence of
  Additional Indebtedness

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 4.08.

  	
  Corporate Existence

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 4.09.

  	
  Maintenance of Total Unencumbered
  Assets

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 4.10.

  	
  Offer to Repurchase Upon Change of
  Control Triggering Event

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 4.11.

  	
  Coverage Test

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 4.12.

  	
  Limitation on Indebtedness of Guarantors
  and Pledged Entities

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 4.13.

  	
  Limitation on Liens.

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 4.14.

  	
  Suspension of Certain Covenants if
  Certain Ratings are Assigned

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 4.15.

  	
  Maintenance of Properties; Books
  and Records; Compliance with Law

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 4.16.

  	
  Registration Rights

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 4.17.

  	
  Additional Interest

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  SUCCESSORS

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Merger, Consolidation, or Sale of
  Assets

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Successor Corporation Substituted

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  DEFAULTS AND REMEDIES

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Acceleration

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Other Remedies

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Control by Majority

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Rights of Holders of Notes To
  Receive Payment

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Collection Suit by Trustee

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Trustee May File Proofs of
  Claim

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
  Priorities

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
  Undertaking for Costs

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  TRUSTEE

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties of Trustee

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Rights of Trustee

  	
  56

  
	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  Individual Rights of Trustee

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
  57

  
				



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Notice of Defaults

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Reports by Trustee

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Compensation and Indemnity

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 7.09.

  	
  Successor Trustee by Merger, etc.

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Preferential Collection of Claims

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  COLLATERAL

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Security Documents

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Agents

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Authorization of Actions to Be
  Taken

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Release of Collateral

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Certain Trust Indenture Act
  Requirements

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Powers Exercisable by Receiver or
  Trustee

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 8.07.

  	
  Release upon Termination of the
  Company’s Obligations

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  GUARANTEES

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Guarantee

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  Limitation on Guarantor Liability

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Execution and Delivery of Guarantee

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Guarantors May Consolidate,
  etc., on Certain Terms

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Releases

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Option To Effect Legal Defeasance
  or Covenant Defeasance

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  Legal Defeasance and Discharge

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 10.03.

  	
  Covenant Defeasance

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 10.04.

  	
  Conditions to Legal or Covenant
  Defeasance

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 10.05.

  	
  Deposited Money and Government
  Securities To Be Held in Trust; Other Miscellaneous Provisions

  	
  68

  
	
   

  	
   

  	
   

  
	
  Section 10.06.

  	
  Repayment to Company

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 10.07.

  	
  Reinstatement

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Without Consent of Holders of Notes

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  With Consent of Holders of Notes

  	
  70

  
				



 


iii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
  Compliance with Trust Indenture Act

  	
  71

  
	
   

  	
   

  	
   

  
	
  Section 11.04.

  	
  Revocation and Effect of Consents

  	
  71

  
	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
  Notation on or Exchange of Notes

  	
  72

  
	
   

  	
   

  	
   

  
	
  Section 11.06.

  	
  Trustee To Sign Amendments, etc.

  	
  72

  
	
   

  	
   

  	
   

  
	
  Section 11.07.

  	
  Additional Voting Terms

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  SATISFACTION AND DISCHARGE

  	
  72

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Satisfaction and Discharge

  	
  72

  
	
   

  	
   

  	
   

  
	
  Section 12.02.

  	
  Application of Trust Money

  	
  73

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS

  	
  73

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Trust Indenture Act Controls

  	
  73

  
	
   

  	
   

  	
   

  
	
  Section 13.02.

  	
  Notices

  	
  73

  
	
   

  	
   

  	
   

  
	
  Section 13.03.

  	
  Communication by Holders of Notes
  with Other Holders of Notes

  	
  74

  
	
   

  	
   

  	
   

  
	
  Section 13.04.

  	
  Certificate and Opinion as to
  Conditions Precedent

  	
  74

  
	
   

  	
   

  	
   

  
	
  Section 13.05.

  	
  Statements Required in Certificate
  or Opinion

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 13.06.

  	
  Rules by Trustee and Agents

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 13.07.

  	
  No Personal Liability of Directors,
  Officers, Employees and Stockholders

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 13.08.

  	
  Governing Law

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 13.09.

  	
  No Adverse Interpretation of Other
  Agreements

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 13.10.

  	
  Successors

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 13.11.

  	
  Severability

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 13.12.

  	
  Counterpart Originals

  	
  76

  
	
   

  	
   

  	
   

  
	
  Section 13.13.

  	
  Table of Contents, Headings, etc.

  	
  76

  
	
   

  	
   

  	
   

  
	
  Section 13.14.

  	
  Third-Party Beneficiaries

  	
  76

  
	
   

  	
   

  	
   

  
	
  Section 13.15.

  	
  Qualification of Indenture

  	
  76

  
	
   

  	
   

  	
   

  
	
  Section 13.16.

  	
  Force Majeure

  	
  76

  
	
   

  	
   

  	
   

  
	
  Section 13.17.

  	
  U.S.A. Patriot Act

  	
  76

  
				



 


	
  EXHIBITS

  	
   

  	
   

  
	
  Exhibit A-1

  	
  FORM OF 2011 NOTE

  	
   

  
	
  Exhibit A-2

  	
  FORM OF 2014 NOTE

  	
   

  
	
  Exhibit B

  	
  FORM OF
  CERTIFICATE OF TRANSFER

  	
   

  
	
  Exhibit C

  	
  FORM OF
  CERTIFICATE OF EXCHANGE

  	
   

  
	
  Exhibit D

  	
  FORM OF NOTATION
  OF GUARANTEE

  	
   

  



 


iv














 


INDENTURE dated as of May 8, 2009 among iStar Financial Inc., a
Maryland corporation (the “Company”), each of the Guarantors (as defined
herein) and U.S. Bank National Association, a national banking association, as
trustee (the “Trustee”).


 


The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes:


 


ARTICLE
I


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.01.          Definitions.


 


“144A Global Note(s)” means one or more Global Notes in the form
of Exhibits A-1  (in the case of the
2011 Notes) and A-2 (in the case of the 2014 Notes) hereto bearing the Global
Note Legend and the complete Private Placement Legend (if applicable) and
deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.


 


“2011 Notes” means the Initial 2011 Notes and any Additional
2011 Notes.


 


“2011 Second Lien Credit Facility” means the $1,695,000,000
Second Priority Credit Agreement, dated as of March 13, 2009, by and among
the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as
administrative agent, as the same may be amended, modified, restated, extended
or supplemented from time to time, whether with the same or any other parties.


 


“2012 Second Lien Credit Facility” means the $950,000,000 Second
Priority Credit Agreement, dated as of March 13, 2009, by and among the Company,
the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative
agent, as the same may be amended, modified, restated, extended or supplemented
from time to time, whether with the same or any other parties.


 


“2014 Notes” means the Initial 2014 Notes and any Additional
2014 Notes.


 


“Acquired Indebtedness” means Indebtedness of a Person or any of
its Subsidiaries existing at the time such Person becomes a Subsidiary of the
Company or at the time it merges or consolidates with the Company or any of its
Subsidiaries or assumed in connection with the acquisition of assets from such
Person and in each case whether or not incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Subsidiary
of the Company or such acquisition, merger or consolidation.


 


“Additional Interest” has the meaning given such term in the
Registration Rights Agreement.


 


“Additional 2011 Notes” means additional 2011 Notes (other than
the Initial 2011 Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.07, as part of the same series as the Initial 2011
Notes.


 


“Additional 2014 Notes” means additional 2014 Notes (other than
the Initial 2014 Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.07, as part of the same series as the Initial 2014
Notes.


 


“Additional Notes” means Additional 2011 Notes and Additional
2014 Notes.


 

















 


“Affiliate” with respect to any Person, means any other Person
that directly or indirectly controls, is controlled by, or is under common
control with, that Person.  For purposes
of this definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of that Person, whether through
the ownership of voting equity securities or by contract or otherwise.


 


“Agent” means any Registrar, co-registrar, Paying Agent or
additional paying agent or Collateral Trustee.


 


“Agent’s Message” means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from each
participant in DTC tendering the Notes that such participants have received the
Letter of Transmittal and agree to be bound by the terms of the Letter of
Transmittal and the Company may enforce such agreement against such
participants.


 


“Applicable Procedures” means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.


 


“Asset Acquisition” means: 
(1) an Investment by the Company or any Subsidiary of the Company
in any other Person pursuant to which such Person shall become a Subsidiary of
the Company or any Subsidiary of the Company, or shall be merged with or into
the Company or any Subsidiary of the Company; or (2) the acquisition by
the Company or any Subsidiary of the Company of the assets of any Person (other
than a Subsidiary of the Company) that constitute all or substantially all of
the assets of such Person or comprises any division or line of business of such
Person or any other properties or assets of such Person other than in the
ordinary course of business.


 


“Asset Sale” means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any Subsidiary of the Company (including any sale and leaseback
transaction) to any Person other than the Company or a Wholly Owned Subsidiary
of the Company of:


 


(1)           any Capital Stock of
any Subsidiary of the Company; or


 


(2)           any of the Company’s
or its Subsidiaries’ other property or assets other than sales of loan-related
assets made in the ordinary course of the Company’s real estate lending
business and other asset sales made in the ordinary course of the Company’s
business.


 


“Bankruptcy Law” means Title 11, United States Code, as
amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization
or relief of debtors or any amendment to, succession to or change in any such
law.


 


“Below Investment Grade Rating Event” means, with respect to any
series of Notes, the Notes are rated below an Investment Grade Rating by each
of the Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of the Change of
Control (which 60-day period shall be extended so long as the rating of the
Notes is under publicly announced consideration for possible downgrade by any
of the Rating Agencies).


 


2

















 


“Board of Directors” means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof.


 


“Board Resolution” means, with respect to any Person, a copy of
a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the Board of Directors of such Person and
to be in full force and effect on the date of such certification, and delivered
to the Trustee.


 


“Borrowing Base Value” means, as of any date of
determination:


 


(i)                                     with
respect to any Performing Loan Asset, the book value of such Performing Loan
Asset, determined in accordance with GAAP;


 


(ii)                                  with
respect to any Non-Performing Loan Asset, the book value of such Non-Performing
Loan Asset after giving effect to specific reserves therefor established by the
Company as reflected in its GAAP financial statements;


 


(iii)                               with
respect to the equity interests in a Collateral LLC owning any Credit Tenant
Lease Assets, the undepreciated book value of such Credit Tenant Lease Assets,
determined in accordance with GAAP (reflecting any impairment taken by the
applicable Collateral LLC but without adding back any depreciation before the
most recent such impairment);


 


(iv)                              with
respect to the equity interests in a Collateral LLC owning Other Real Estate
Owned Assets, the book value of such Other Real Estate Owned Assets, determined
in accordance with GAAP (reflecting any impairment taken by the applicable
Collateral LLC); and


 


(v)                                 with
respect to the equity interests in a Collateral LLC owning assets other than
Credit Tenant Lease Assets or Other Real Estate Owned Assets, the value of such
assets as determined in accordance with the foregoing clauses.


 


Notwithstanding anything to the contrary contained herein, there shall
be no Borrowing Base Value attributable to (i) the equity interests in any
Collateral SPV or (ii) any assets owned by any Collateral LLC other than
any Loan Assets, Credit Tenant Lease Assets, Other Real Estate Owned Assets or
interests in Venture LLCs.


 


“Business Day” means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.


 


“Capitalized Lease Obligation” means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.


 


“Capital Stock” means:


 


(1)                                  with
respect to any Person that is a corporation, any and all shares, interests,
participations or other equivalents (however designated and whether or not 


 


3

















 


voting) of corporate stock, including each class of Common
Stock and Preferred Stock of such Person; and


 


(2)                                  with
respect to any Person that is not a corporation, any and all partnership, membership
or other equity interests of such Person.


 


“Cash or Cash Equivalents” means (a) cash; (b) marketable
direct obligations issued or unconditionally guaranteed by the United States
government or issued by an agency thereof and backed by the full faith and
credit of the United States, in each case maturing within one year after the
date of acquisition thereof; (c) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof maturing within 90 days
after the date of acquisition thereof and, at the time of acquisition, having
one of the two highest ratings obtainable from any two of S&P, Moody’s or
Fitch (or, if at any time no two of the foregoing shall be rating such
obligations, then from such other nationally recognized rating services
selected by the Board of Directors of the Company); (d) commercial paper
(foreign and domestic) or master notes, other than commercial paper or master
notes issued by the Company or any of its Affiliates, and, at the time of
acquisition, having a long-term rating of at least A or the equivalent from
S&P, Moody’s or Fitch and having a short-term rating of at least A-1 and
P-1 from S&P and Moody’s, respectively (or, if at any time neither S&P
nor Moody’s shall be rating such obligations, then the highest rating from such
other nationally recognized rating services selected by the Board of Directors
of the Company); (e) domestic and foreign certificates of deposit or
domestic time deposits or foreign deposits or bankers’ acceptances (foreign or
domestic) in Dollars that are issued by a bank (i) which has, at the time
of acquisition, a long-term rating of at least A or the equivalent from
S&P, Moody’s or Fitch and (ii) if a domestic bank, which is a member
of the Federal Deposit Insurance Corporation; (f) overnight securities
repurchase agreements, or reverse repurchase agreements secured by any of the
foregoing types of securities or debt instruments; provided that the
collateral supporting such repurchase agreements shall have a value not less
than 101% of the principal amount of the repurchase agreement plus accrued
interest; and (g) money market funds invested in investments substantially
all of which consist of the items described in clauses (a) through (f) foregoing.


 


“Change of Control” means the occurrence of one
or more of the following events:


 


(1)                                  any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company
to any Person or group of related Persons for purposes of Section 13(d) of
the Exchange Act (a “Group”), together with any Affiliates thereof
(whether or not otherwise in compliance with the provisions of this Indenture);


 


(2)                                  the
approval by the holders of Capital Stock of the Company of any plan or proposal
for the liquidation or dissolution of the Company (whether or not otherwise in
compliance with the provisions of this Indenture);


 


(3)                                  any
Person or Group shall become the owner, directly or indirectly, beneficially or
of record, of shares representing more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding Capital Stock of the
Company; or


 


(4)                                  the
replacement of a majority of the Board of Directors of the Company over a
two-year period from the directors who constituted the Board of Directors of
the Company at the beginning of such period, and such replacement shall not
have been approved by a vote of at least a majority of the Board of Directors
of the 


 


4

















 


Company then still in office who either were members
of such Board of Directors at the beginning of such period or whose election as
a member of such Board of Directors was previously so approved.


 


“Change of Control Triggering Event” means the occurrence of
both a Change of Control and a Below Investment Grade Rating Event.


 


“Clearstream” means Clearstream Banking, S.A. or any successor
securities clearing agency.


 


“Code” means the Internal Revenue Code of 1986, as amended, or
any successor statute thereto.


 


“Collateral” means all Eligible Assets of the Collateral SPVs,
now owned or hereafter acquired, upon which a Lien is purported to be created
by the Security Documents and, at any time after the repayment in full of all
loans and other obligations under the Secured Credit Facilities and the termination
of the commitments thereunder, Designated Collateral Proceeds.


 


“Collateral LLC” means any Subsidiary, other than a Collateral
SPV, of the Company that owns Loan Assets, Credit Tenant Lease Assets, Other
Real Estate Owned Assets or interests in Venture LLCs, in each case, the equity
interests in which are directly and wholly owned by one or more Collateral
SPVs.


 


“Collateral Payment” means a payment or prepayment in
satisfaction or settlement in respect of any portion of the Collateral
resulting in the release of such portion of the Collateral upon receipt of such
payment or prepayment in satisfaction or settlement pursuant to the terms of
the Collateral Trust and Intercreditor Agreement.


 


“Collateral Proceeds” means the aggregate net cash proceeds
received by the Company or any Grantor in respect of any Collateral Payments or
Third Party Sales made after the repayment in full of all loans and other
obligations under the Secured Credit Facilities and the termination of the
commitments thereunder.


 


“Collateral SPV” means iStar Tara Holdings LLC, iStar Tara LLC
or any other special purpose entity of the Company formed to own and hold
Collateral, in each case (other than with respect to iStar Tara Holdings LLC),
the equity interests in which are directly and wholly owned by iStar Tara
Holdings LLC or iStar Tara LLC.


 


“Collateral Trust and Intercreditor Agreement” means the
Collateral Trust and Intercreditor Agreement dated as of March 13, 2009,
between iStar Tara Holdings LLC, iStar Tara LLC, certain Subsidiaries of the
Company, JPMorgan Chase Bank, N.A., as the first priority agent, the 2011
second priority agent and the 2012 second priority agent, and the Collateral
Trustee, as the same may be amended, modified, restated, extended or
supplemented from time to time, whether with the same or any other parties.


 


“Collateral
Trustee” means The Bank of New York Mellon Trust Company, N.A. in
its capacity as Collateral Trustee under the Security Documents, and any
and all successors thereto appointed as collateral trustee under the Security
Documents.


 


“Commission” means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any
time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.


 


5

















 


“Common Stock” of any Person means any and all shares, interests
or other participations in, and other equivalents (however designated and
whether voting or non-voting) of such Person’s common stock, and includes,
without limitation, all series and classes of such common stock.


 


“Company” means iStar Financial Inc. and any and all successors
thereto that become a party to this Indenture in accordance with its terms.


 


“Consolidated EBITDA” means, with respect to
any Person, for any period, the sum (without duplication) of:


 


(1)           Consolidated Net
Income; and


 


(2)           to the extent
Consolidated Net Income has been reduced thereby:


 


(a)           all income taxes of
such Person and its Subsidiaries paid or accrued in accordance with GAAP for
such period (other than income taxes attributable to extraordinary gains or
losses and direct impairment charges or the reversal of such charges on the
Company’s assets);


 


(b)           Consolidated
Interest Expense; and


 


(c)           depreciation,
depletion and amortization;


 


all as determined on a consolidated basis for such Person and its
Subsidiaries in accordance with GAAP.


 


“Consolidated Fixed Charge Coverage Ratio” means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the “Four Quarter Period”) ending prior to the
date of the transaction giving rise to the need to calculate the Consolidated
Fixed Charge Coverage Ratio for which financial statements are available (the “Transaction
Date”) to Consolidated Fixed Charges of such Person for the Four Quarter
Period.  In addition to and without
limitation of the foregoing, for purposes of this definition, “Consolidated
EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving
effect on a pro  forma basis for the period of such calculation
to:


 


(1)           the incurrence or
repayment of any Indebtedness of such Person or any of its Subsidiaries (and
the application of the proceeds thereof) giving rise to the need to make such
calculation and any incurrence or repayment of other Indebtedness (and the
application of the proceeds thereof), other than the incurrence or repayment of
Indebtedness in the ordinary course of business for working capital purposes
pursuant to working capital facilities, occurring during the Four Quarter
Period or at any time subsequent to the last day of the Four Quarter Period and
on or prior to the Transaction Date, as if such incurrence or repayment, as the
case may be (and the application of the proceeds thereof), occurred on the
first day of the Four Quarter Period; and


 


(2)           any asset sales or
other dispositions or any asset originations, asset purchases, Investments and
Asset Acquisitions (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of such Person or one of
its Subsidiaries (including any Person who becomes a Subsidiary as a result of
the Asset Acquisition) incurring, assuming or otherwise being liable for
Acquired Indebtedness and also including any Consolidated EBITDA (including any
pro  forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Exchange Act) attributable to the
assets which are 


 


6

















 


originated or purchased, the Investments that are made
and the assets that are the subject of the Asset Acquisition or asset sale or
other disposition during the Four Quarter Period) occurring during the Four
Quarter Period or at any time subsequent to the last day of the Four Quarter
Period and on or prior to the Transaction Date, as if such asset sale or other
disposition or asset origination, asset purchase, Investment or Asset
Acquisition (including the incurrence, assumption or liability for any such
Acquired Indebtedness) occurred on the first day of the Four Quarter
Period.  If such Person or any of its
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness
as if such Person or any Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness.


 


“Consolidated Fixed Charges” means, with
respect to any Person for any period, the sum, without duplication, of:


 


(1)           Consolidated
Interest Expense; plus


 


(2)           the amount of all
dividend payments on any series of Preferred Stock of such Person and, to the
extent permitted under this Indenture, its Subsidiaries (other than dividends
paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued
during such period.


 


“Consolidated Interest Expense” means, with
respect to any Person for any period, the sum of, without duplication:


 


(1)           the aggregate of the
interest expense of such Person and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, including, without
limitation:  (a) any amortization of
debt discount; (b) the net costs under Interest Swap Obligations; (c) all
capitalized interest; and (d) the interest portion of any deferred payment
obligation; and


 


(2)           to the extent not
already included in clause (1), the interest component of Capitalized
Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such
Person and its Subsidiaries during such period, as determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated Net Income” means, with respect
to any Person, for any period, the aggregate net income (or loss) of such
Person and its Subsidiaries before the payment of dividends on Preferred Stock
for such period on a consolidated basis, determined in accordance with GAAP; provided
that there shall be excluded therefrom:


 


(1)           after-tax gains and
losses from Asset Sales or abandonments or reserves relating thereto (including
gains and losses from the sale of corporate tenant lease assets);


 


(2)           after-tax items
classified as extraordinary gains or losses and direct impairment charges or
the reversal of such charges on the Company’s assets;


 


(3)           the net income (but
not loss) of any Subsidiary of the referent Person to the extent that the
declaration of dividends or similar distributions by that Subsidiary of that
income is restricted by a contract, operation of law or otherwise;


 


7














 


(4)           the net income or
loss of any other Person, other than a Consolidated Subsidiary of the referent
Person, except:


 


(a)           to the extent (in
the case of net income) of cash dividends or distributions paid to the referent
Person, or to a Wholly Owned Subsidiary of the referent Person (other than a
Subsidiary described in clause (3) above), by such other Person; or


 


(b)           that the referent
Person’s share of any net income or loss of such other Person under the equity
method of accounting for Affiliates shall not be excluded;


 


(5)           any restoration to
income of any contingency reserve of an extraordinary, nonrecurring or unusual
nature;


 


(6)           income or loss
attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued, but not including revenues, expenses, gains and
losses relating to real estate properties sold or held for sale, even if they
were classified as attributable to discontinued operations under the provisions
of SFAS No. 144); and


 


(7)           in the case of a
successor to the referent Person by consolidation or merger or as a transferee
of the referent Person’s assets, any earnings of the successor corporation
prior to such consolidation, merger or transfer of assets.


 


“Consolidated Subsidiary” means at any date (i) any
Collateral SPV that is a direct or indirect Subsidiary of the Company, (ii) any
Collateral LLC and (iii) any other Subsidiary or other entity which is
consolidated with the Company in accordance with GAAP.


 


“Corporate Trust Office of the Trustee” shall be at the address
of the Trustee specified in Section 13.02 or such other address as to
which the Trustee may give notice to the Company.


 


“Coverage Ratio” means (1) at any time prior to the
repayment in full of all loans and other obligations under the Secured Credit
Facilities and the termination of the commitments thereunder, the ratio of (A) the
aggregate Borrowing Base Value of the Collateral in which the Collateral
Trustee has a first-priority, perfected security interest (other than any
Permitted Liens) to (B) the sum of (i) the aggregate principal amount
of all loans and the aggregate undrawn amount of all letters of credit
outstanding and unpaid letter of credit reimbursement obligations under the
Secured Credit Facilities, (ii) the aggregate principal amount of Second
Lien Secured Notes outstanding, and (iii) the aggregate amount of all
Discounts realized by the Company prior to such time; and (2) at any time
after the repayment in full of all loans and other obligations under the
Secured Credit Facilities and the termination of the commitments thereunder,
the ratio of (A) the aggregate Borrowing Base Value of the Collateral in
which the Collateral Trustee has a first-priority, perfected security interest
(other than any Permitted Liens) to the aggregate principal amount of Second
Lien Secured Notes outstanding; provided that for purposes of
calculating the Coverage Ratio, the Company may use Borrowing Base Values as of
the end of the most recently ended fiscal quarter of the Company based upon the
Company’s regularly prepared quarterly (in the cases of the first three
quarters of a fiscal year) or annual (in the case of the fourth quarter of a
fiscal year) financial information, with adjustments for (x) any payments
or prepayments of principal of the Loan Assets, (y) the cash proceeds of
any sales or other realizations on account of Credit Tenant Lease Assets and
Other Real Estate Owned Assets included, or effectively included, in the
Collateral and (z) any withdrawals from, additions to or increased
fundings in respect of, the Collateral. 
For the purposes of this definition, any Indebtedness of the Company
which refinances or otherwise 


 


8

















 


replaces any portion of the Secured Credit Facilities,
but which does not purport to be secured by a pledge of Collateral, shall not
be treated as forming part of the Secured Credit Facilities.


 


“Credit Tenant Lease Assets” means properties substantially all
of which are either (i) leased to a governmental entity, (ii) leased
to a tenant (or guaranteed by a Person) with a CTL Investment Grade Rating, (iii) properties
which, if unavailable to a tenant, would materially impair the continued
operation of such tenant, including without limitation, headquarters
facilities, distribution centers, manufacturing facilities, or pools or classes
of multiple properties leased under blanket leases or (iv) any other
assets that the Company has classified as a credit tenant lease consistent with
past practice.  In addition, “Credit
Tenant Lease Assets” will be leased to such corporate users primarily on a
triple net basis, but may also be leased on a double net, gross lease with
expense stop, or bond-type basis.


 


“CTL Investment Grade Rating” means a rating for a Person’s
senior long-term unsecured debt of BBB- or better from S&P or of Baa3 or
better from Moody’s.  In the event that a
Person receives Credit Ratings from S&P and Moody’s, and such Credit
Ratings are not equivalent, the lower of such two (2) Credit Ratings
shall be used to determine whether a CTL Investment Grade Rating was achieved.


 


“Currency Agreement” means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Subsidiary of the Company against fluctuations in
currency values.


 


“Custodian” means any custodian, receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.


 


“Dealer Managers” means Banc of America Securities LLC,
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.


 


“Default” means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an
Event of Default.


 


“Definitive Note” means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06, in
the form of Exhibits A-1 (in the case of the 2011 Notes) and A-2 (in the
case of the 2014 Notes)  except that such
Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary” means, with respect to the Notes issuable or issued
in whole or in part in global form, the Person specified in Section 2.03
as the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


“Designated Collateral Proceeds” means Collateral Proceeds so
identified by the Company in an Officers’ Certificate delivered to the Trustee
pursuant to the second paragraph of Section 4.11 hereof.


 


“Discount” means, with respect to any prepayment of loans
outstanding under the Secured Credit Facilities or any repurchase of Second
Lien Secured Notes, the excess of (x) the par principal amount of such
loans prepaid or such Second Lien Secured Notes repurchased, as applicable,
over (y) the discounted prepayment amount or purchase price, as applicable,
with respect to such prepayment or repurchase.


 


“Disqualified Capital Stock” means that portion of any Capital
Stock that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a 


 


9

















 


sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof on or prior to the final maturity date
of the Notes.


 


“Dollars” and “$” means the lawful money of the United
States.


 


“Eligible Assets” means Performing Loan Assets, Non-Performing
Loan Assets and the equity interests in Collateral LLCs.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.


 


“Exchange Notes” means the 8.0% Second-Priority Senior Secured
Guaranteed Notes due 2011 or 10.0% Second-Priority Senior Secured Guaranteed
Notes due 2014, as the case may be, issued to Holders in exchange for (1) the
Initial Notes of the applicable series pursuant to the Registration Rights
Agreement and (2) the Additional Notes, if any, of the applicable series
issued under Section 2.02 pursuant to a registration rights agreement
substantially similar to the Registration Rights Agreement.


 


“Exchange Offer” means the Exchange Offer as defined in the
Registration Rights Agreement.


 


“Exchange Offer Registration Statement” means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.


 


“Existing Credit Agreements” mean:  (1) the First Lien Credit Facility, (2) the
2011 Second Lien Credit Facility, (3) the 2012 Second Lien Credit
Facility, (4) Revolving Credit Agreement, dated as of June 26, 2007,
as amended through the Issue Date, among the Company, the lenders party thereto
and JPMorgan Chase Bank, as administrative agent; (5) Revolving Credit
Agreement, dated as of April 19, 2004, as amended through the Issue Date,
among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent; (6) the 364-Day Term Loan Agreement, dated as of March 10,
2008, as amended through the Issue Date, among the Company, iStar Corporate
Collateral LLC, the several banks parties thereto, and J.P. Morgan Chase, N.A.,
as administrative agent; (7) the Loan Agreement, dated as of April 30,
2007, as amended through the Issue Date, between iStar CTL Finance, LLC, the
lenders party thereto and General Electric Capital Corporation, as
administrative agent; (8) the Loan and Security Agreement, dated February 27,
2008, as amended through the Issue Date, between AStar UAG AZ1, LLC and related
entities and Wachovia Bank, National Association; (9) the Loan Agreement,
dated as of March 5, 1999, as amended through the Issue Date, between RLH
Partnership, L.P. and Secore Financial Corporation (or its successor in
interest) and (10) the Amended and Restated Master Repurchase Agreement,
dated as of January 9, 2006, as amended through the Issue Date, between
Deutsche Bank AG, Cayman Islands Branch, and iStar DB Seller LLC, in each case
together with the related documents thereto (including, without limitation, any
security documents) and in each case as such agreements may be amended (including
any amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in
borrowings is permitted by Section 4.07 and Section 4.12 hereof) or
adding Subsidiaries of the Company as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreement and whether by the same or any other agent,
lender or group of lenders.


 


“Euroclear” means Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System or any successor securities clearing agency.


 


10

















 


“fair market value” means, with respect to any asset or
property, the price which could be negotiated in an arm’s-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction.  Fair market value shall be
determined by the Board of Directors of the Company acting reasonably and in
good faith and shall be evidenced by a Board Resolution of the Board of
Directors of the Company delivered to the Trustee.


 


“First Lien Credit Facility” means the $1,000,000,000 First
Priority Credit Agreement, dated as of March 13, 2009, by and among the
Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as
administrative agent, as the same may be amended, modified, restated, extended
or supplemented from time to time, whether with the same or any other parties.


 


“First Priority Secured Parties” has the meaning set forth in
the Collateral Trust and Intercreditor Agreement.


 


“Fitch” means Fitch Investors Services, Inc. or any
successor thereto.


 


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


 


“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) which is
required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibits A-1 (in the case of the 2011 Notes) and A-2 (in the case of the
2014 Notes), issued in accordance with Section 2.01
or 2.06.


 


“Government Securities” means direct obligations of, or
obligations guaranteed by, the United States of America, and for the payment of
which the United States pledges its full faith and credit.


 


“Grantor” means each of the Collateral SPVs that is a party to
the Security Agreement.


 


“Guarantee” means the full and unconditional guarantee of the
payment of principal, interest and premium, if any, on the applicable Notes as
set forth in this Indenture.


 


“Guarantor” means:  (i) each
of the Collateral SPVs and the Collateral LLCs that, in each case, is party to
this Indenture and (ii) any Subsidiary that in the future executes a
supplemental indenture in which such Subsidiary agrees to be bound by the terms
of this Indenture as a Guarantor; provided that any Person constituting
a Guarantor as described above shall cease to constitute a Guarantor when its
respective Guarantee is released in accordance with the terms of this
Indenture.


 


“Holder” means a Person in whose name a Note is registered on
the Registrar’s books.


 


“Indebtedness” means with respect to any
Person, without duplication:


 


(1)           all Obligations of
such Person for borrowed money;


 


11

















 


(2)           all Obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)           all Capitalized
Lease Obligations of such Person;


 


(4)           all Obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 90 days
or more or are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted);


 


(5)           all Obligations for
the reimbursement of any obligor on any letter of credit, banker’s acceptance
or similar credit transaction;


 


(6)           guarantees and other
contingent obligations in respect of Indebtedness referred to in clauses (1) through
(5) above and clause (8) below;


 


(7)           all Obligations of
any other Person of the type referred to in clauses (1) through (6) above
which are secured by any Lien on any property or asset of such Person, the
amount of such Obligation being deemed to be the lesser of the fair market value
of such property or asset and the amount of the Obligation so secured;


 


(8)           all Obligations
under Currency Agreements and Interest Swap Obligations of such Person; and


 


(9)           all Disqualified
Capital Stock issued by such Person with the amount of Indebtedness represented
by such Disqualified Capital Stock being equal to the greater of its voluntary
or involuntary liquidation preference and its maximum fixed repurchase price,
but excluding accrued dividends, if any.


 


For purposes hereof, the “maximum fixed repurchase price” of any
Disqualified Capital Stock which does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Disqualified Capital Stock
as if such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in
good faith by the Board of Directors of the issuer of such Disqualified Capital
Stock.


 


“Indenture” means this Indenture, as amended or supplemented
from time to time.


 


“Indirect Participant” means a Person who holds a beneficial
interest in a Global Note through a Participant.


 


“Initial 2011 Notes” means the $155,253,000 principal amount of 8.0%
Second-Priority Senior Secured Guaranteed Notes due 2011 of the Company issued
on the Issue Date.


 


“Initial 2014 Notes” means the $479,548,000 principal amount of 10.0%
Second-Priority Senior Secured Guaranteed Notes due 2014 of the Company issued
on the Issue Date.


 


“Initial Notes” means Initial 2011 Notes and Initial 2014 Notes.


 


12

















 


“Initial Notes” means the 2011 Notes and the 2014 Notes.


 


“Interest Payment Date” means March 15 and September 15
of each year commencing September 15, 2009 (in the case of the 2011 Notes)
and June 15 and December 15 of each year commencing December 15,
2009 (in the case of the 2014 Notes).


 


“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 May 8, 2009 and
end on and include September 14, 2009 (in the case of the 2011 Notes) and
the first Interest Period shall commence on and include May 8, 2009 and
end on and include December 14, 2009 (in the case of the 2014 Notes).


 


“Interest Swap Obligations” means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest
on a stated notional amount in exchange for periodic payments made by such
other Person calculated by applying a fixed or a floating rate of interest on
the same notional amount and shall include, without limitation, interest rate
swaps, caps, floors, collars and similar agreements.


 


“Investment” means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee), or corporate tenant lease to or capital contribution to (by means
of any transfer of cash or other property to others or any payment for property
or services for the account or use of others), or any purchase or acquisition
by such Person of any Capital Stock, bonds, notes, debentures or other
securities or evidences or Indebtedness issued by, any Person.  “Investment” shall exclude extensions of
trade credit by the Company and any Subsidiary of the Company on commercially
reasonable terms in accordance with the Company’s or its Subsidiaries’ normal
trade practices, as the case may be.


 


“Investment Affiliate” means any joint venture or Subsidiary,
whose financial results are not consolidated under GAAP with the financial
results of the Company on the consolidated financial statements of the Company.


 


“Investment Grade Rating” means a rating equal to or higher than
BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB-
(or the equivalent) by S&P.


 


“Issue Date” means May 8, 2009, the date of original
issuance of the Initial Notes.


 


“Junior Lien Secured Notes” means Secured Notes which are
secured by a security interest in the Collateral that is junior to the lien in
favor of the Notes.


 


“Legacy Pledged Collateral” means any Collateral included on the
Pledged Collateral List as such list was in effect on the date of the repayment
in full of all loans and other obligations under the Secured Credit Facilities
and the termination of the commitments thereunder.


 


“Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind, or any other type
of preferential arrangement, in each case that has the effect of creating a
security interest in respect of such asset. 
For the purposes of this Indenture, the Company or any Consolidated
Subsidiary shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.


 


13

















 


“Listed Eligible Assets” means the Eligible Assets included on
the ranked list set forth in a schedule to the Secured Credit Facilities, as
such list was in effect on the date of the repayment in full of all loans and
other obligations under the Secured Credit Facilities and the termination of
the commitments thereunder, as updated thereafter by the Company from time to
time to reflect changes resulting from (i) releases, withdrawals, sales or
other dispositions of Collateral included on the Pledged Collateral List and (ii) any
additions relating to Legacy Pledged Collateral in accordance with Section 8.04(c) hereof.


 


“Loan Assets” means senior or subordinated loans that may be
either fixed or variable rate, including, without limitation, first mortgages,
second mortgages, mezzanine loans, repurchase agreements, participations in
loans, interim facilities, corporate loans, debt securities, “B” notes and
collateralized mortgage-backed securities.


 


“Maturity” when used with respect to the Notes means the date on
which the principal of the Notes becomes due and payable as therein provided or
as provided in this Indenture, whether at Stated Maturity or on a Redemption
Date, and whether by declaration of acceleration, call for redemption, purchase
or otherwise.


 


“Moody’s” means Moody’s Investors Services, Inc. or any
successor thereto.


 


“Non-Performing Loan Assets” means any Loan Asset classified as
non-performing in accordance with the Company’s internal procedures, consistent
with past practice.


 


“Non-Recourse Indebtedness” means Indebtedness with respect to
which recourse for payment is limited to (i) specific assets related to a
particular Property or group of Properties encumbered by a Lien securing such
Indebtedness or (ii) for all purposes other than an Event of Default
specified in Section 6.01(5) hereof, any Subsidiary (provided
that if a Subsidiary is a partnership, there is no recourse to the Company as a
general partner of such partnership); provided that if any portion of
Indebtedness is so limited, then such portion shall constitute Non-Recourse
Indebtedness; provided, further, however, that personal
recourse of the Company for any such Indebtedness for fraud, misrepresentation,
misapplication of cash, waste, environmental claims and liabilities and other
circumstances customarily excluded by institutional lenders from exculpation
provisions and/or included in separate indemnification agreements in
non-recourse financing of real estate shall not, by itself, prevent such
Indebtedness from being characterized as Non-Recourse Indebtedness.


 


“Notes” means, collectively, the Initial Notes and the
Additional Notes, if any, as amended or supplemented from time to time in accordance
with the terms hereof, that are issued pursuant to this Indenture.


 


“Obligations” means all obligations for principal, premium,
interest, penalties, fees, indemnification, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.


 


“Offering
Memorandum” means the confidential offering memorandum dated April 9,
2009.


 


“Officer” means, with respect to any Person, the President,
Chief Executive Officer, any Vice President, Chief Operating Officer,
Treasurer, Secretary or the Chief Financial Officer of such Person.


 


“Officers’ Certificate” means, with respect to any Person, a
certificate signed by two Officers of such Person; provided, however,
that every Officers’ Certificate with respect to compliance with a covenant or
condition provided for in this Indenture shall include (i) a statement
that the Officers making or giving such Officers’ Certificate have read such
condition and any definitions or other provisions 


 


14

















 


contained in this Indenture relating thereto and (ii) a
statement as to whether, in the opinion of the signers, such conditions have
been complied with.


 


“Opinion of Counsel” means an opinion from legal counsel who is
reasonably acceptable to the Trustee that meets the requirements of Section 13.05.  The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.


 


“Other Real Estate Owned Assets” means properties acquired by
foreclosure or by deed-in-lieu of foreclosure in partial or total satisfaction
of Non-Performing Loan Assets.


 


“Participant” means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively.


 


“Performing Loan Assets” means any Loan Assets other than
Non-Performing Loan Assets.


 


“Permitted Indebtedness” means, without
duplication, each of the following:


 


(1)           Indebtedness under:  (a) the
Notes up to a maximum aggregate principal amount of $1.0 billion; and (b) all
senior notes of the Company outstanding on the Issue Date, after giving effect
to the completion of the offers contemplated by the Offering Memorandum;


 


(2)           Indebtedness
incurred pursuant to the Existing Credit Agreements in an aggregate principal
amount at any time outstanding not to exceed the maximum aggregate amount of
any term loans outstanding under the Existing Credit Agreements on the Issue
Date plus the maximum aggregate amount available under the revolving and
delayed draw portions of the Existing Credit Agreements as in effect on the
Issue Date reduced by any required permanent repayments (which are accompanied
by a corresponding permanent commitment reduction) thereunder;


 


(3)           other Indebtedness
of the Company and its Subsidiaries outstanding on the Issue Date reduced by
the amount of any scheduled amortization payments or mandatory prepayments when
actually paid or permanent reductions thereon;


 


(4)           Interest Swap
Obligations of the Company covering Indebtedness of the Company or any of its
Subsidiaries and Interest Swap Obligations of any Subsidiary of the Company
covering Indebtedness of such Subsidiary; provided,  however,  that such
Interest Swap Obligations are entered into to protect the Company and its
Subsidiaries from fluctuations in interest rates on Indebtedness incurred in
accordance with this Indenture to the extent the notional principal amount of
such Interest Swap Obligation does not exceed the principal amount of the
Indebtedness to which such Interest Swap Obligation relates;


 


(5)           Indebtedness under
Currency Agreements; provided  that in the case of Currency Agreements
which relate to Indebtedness, such Currency Agreements do not increase the
Indebtedness of the Company and its Subsidiaries outstanding other than as a
result of fluctuations in foreign currency exchange rates or by reason of fees,
indemnities and compensation payable thereunder;


 


(6)           Indebtedness of a
Subsidiary of the Company to the Company or to a Wholly Owned Subsidiary of the
Company for so long as such Indebtedness is held by the Company or a Wholly
Owned Subsidiary of the Company;


 


15

















 


(7)           Indebtedness of the
Company to a Wholly Owned Subsidiary of the Company for so long as such
Indebtedness is held by a Wholly Owned Subsidiary of the Company, in each case
subject to no Lien; provided  that: 
(a) any Indebtedness of the Company to any Wholly Owned Subsidiary
of the Company is unsecured and subordinated, pursuant to a written agreement,
to the Company’s and the Guarantor’s obligations under this Indenture, the
Notes and the Guarantees; and (b) if as of any date any Person other than
a Wholly Owned Subsidiary of the Company owns or holds any such Indebtedness or
any Person holds a Lien in respect of such Indebtedness, such date shall be
deemed the incurrence of Indebtedness not constituting Permitted Indebtedness
by the Company;


 


(8)           Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness
is extinguished within two Business Days of incurrence;


 


(9)           Indebtedness of the
Company or any of its Subsidiaries represented by letters of credit for the account
of the Company or such Subsidiary, as the case may be, in order to provide
security for workers’ compensation claims, payment obligations in connection
with self-insurance or similar requirements in the ordinary course of business;


 


(10)         Refinancing Indebtedness;
and


 


(11)         additional
Indebtedness of the Company and its Subsidiaries in an aggregate principal
amount not to exceed $15.0 million at any one time outstanding (which amount
may, but need not, be incurred in whole or in part under the Existing Credit
Agreements).


 


For purposes of determining compliance with Section 4.07 hereof, in the event that an item of
Indebtedness meets the criteria of more than one of the categories of Permitted
Indebtedness described in clauses (1) through (11) above or is
entitled to be incurred pursuant to the second paragraph of such covenant, the
Company shall, in its sole discretion, classify (or later reclassify) such item
of Indebtedness in any manner that complies with this covenant.  Accrual of interest, accretion or
amortization of original issue discount, the payment of interest on any Indebtedness
in the form of additional Indebtedness with the same terms, and the payment of
dividends on Disqualified Capital Stock in the form of additional shares of the
same class of Disqualified Capital Stock will not be deemed to be an incurrence
of Indebtedness or an issuance of Disqualified Capital Stock for purposes of Section 4.07
hereof.


 


“Permitted Liens” means:


 


(a)           Liens for Taxes,
assessments or other governmental charges not yet due and payable or which are
being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted in accordance with the terms hereof;


 


(b)           statutory liens of
carriers, warehousemen, mechanics, materialmen and other similar liens imposed
by law, which are incurred in the ordinary course of business for sums not more
than 90 days delinquent or which are being contested in good faith in
accordance with the terms hereof; and


 


(c)           easements (including
reciprocal easement agreements and utility agreements), rights-of-way, zoning
restrictions, other covenants, reservations, encroachments, leases, licenses or
similar charges or encumbrances (whether or not recorded) and all other items
listed on any Schedule B to the Company’s owner’s title insurance
policies, except in connection with any 


 


16

















 


Indebtedness, for any of the Company’s Real Property
Assets, so long as the foregoing do not interfere in any material respect with
the use or ordinary conduct of the business of the Company and do not diminish
in any material respect the value of the Property to which such Permitted Lien
is attached.


 


“Person” means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including, without limitation, a government or political
subdivision or an agency or instrumentality thereof.


 


“Pledged Collateral List” means the ranked list of Collateral
set forth in a schedule to the Secured Credit Facilities, as such list was in
effect on the date of the repayment in full of all loans and other obligations
under the Secured Credit Facilities and the termination of the commitments
thereunder, as updated thereafter by the Company from time to time to reflect
changes resulting from (i) releases, withdrawals, sales or other
dispositions of Collateral included on the Pledged Collateral List and (ii) the
addition of Qualified Substitute Collateral.


 


“Pledged Collateral LLC” means a Collateral LLC, the equity
interests in which constitute Collateral.


 


“Preferred Stock” of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.


 


“Private Placement Legend” means the legend set forth in Section 2.06(g)(i)(A) to be
placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.


 


“Property” means, with respect to any Person, any real or
personal property, building, facility, structure, equipment or unit, or other
asset owned by such Person.


 


“QIB” means a “qualified institutional buyer” as defined in Rule 144A.


 


“Qualified Capital Stock” means any Capital Stock that is not
Disqualified Capital Stock.


 


“Qualified Substitute Collateral” means
Collateral added to the Pledged Collateral List in the following order:


 


first, Eligible Assets then
available to be pledged from the Listed Eligible Assets (in the order in which
such assets are ranked, from highest to lowest);


 


second, remaining Eligible Assets
other than Non-Performing Loan Assets; and


 


thereafter, Non-Performing Loan
Assets.


 


“Rating Agencies” means (1) each
of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Notes
or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by the Company (as certified by a resolution of the
Board of Directors of the Company) as a replacement agency for Fitch, Moody’s
or S&P, or all of them, as the case may be.


 


17

















 


“Real Property Assets” means as to any Person as of any time,
the real property assets (including, without limitation, interests in
participating mortgages in which such Person’s interest therein is
characterized as equity according to GAAP) owned directly or indirectly by such
Person at such time.


 


“Refinance” means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. 
“Refinanced” and “Refinancing” shall have correlative meanings.


 


“Refinancing Indebtedness” means any
Refinancing by the Company or any Subsidiary of the Company of Indebtedness
incurred in accordance with Section 4.07 and Section 4.12 hereof, in
each case that does not:


 


(1)           result in an
increase in the aggregate principal amount of Indebtedness of such Person as of
the date of such proposed Refinancing (plus the amount of any premium required
to be paid under the terms of the instrument governing such Indebtedness and
plus the amount of reasonable expenses incurred by the Company in connection
with such Refinancing); or


 


(2)           create Indebtedness
with: (a) a Weighted Average Life to Maturity that is less than the Weighted
Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final
maturity earlier than the final maturity of the Indebtedness being Refinanced;
provided that (i) if such Indebtedness being Refinanced is Indebtedness of the
Company, then such Refinancing Indebtedness shall be Indebtedness solely of the
Company, and (ii) if such Indebtedness being Refinanced is subordinate or
junior to the Notes or the Guarantees, then such Refinancing Indebtedness shall
be subordinate or junior to the Notes or the Guarantees, as applicable, at
least to the same extent and in the same manner as the Indebtedness being
Refinanced.


 


“Registration Rights Agreement” means the Registration Rights
Agreement dated as of the date hereof by and among the Company, the Guarantors
named therein and the Dealer Managers as the same may be amended or
supplemented from time to time.


 


“Regulation S” means Regulation S promulgated under
the Securities Act.


 


“Regulation S Global Note(s)” means one or more Global
Notes in the form of Exhibits A-1 (in the case of the 2011 Notes) and A-2
(in the case of the 2014 Notes) hereto bearing the Global Note Legend and the
complete Private Placement Legend (if applicable) and deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on, Regulation S.


 


“Responsible Officer” means, when used with respect to the
Trustee, any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer within the corporate trust department of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also shall mean, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge and familiarity with the particular subject.


 


“Restricted Definitive Note” means a Definitive Note bearing the
complete Private Placement Legend.


 


“Restricted Global Note” means a Global Note bearing the
complete Private Placement Legend.


 


18

















 


“Rule 144” means Rule 144 promulgated under the Securities
Act.


 


“Rule 144A” means Rule 144A promulgated under the Securities
Act.


 


“Rule 903” means Rule 903 promulgated under the Securities
Act.


 


“Rule 904” means Rule 904 promulgated under the
Securities Act.


 


“S&P” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc. or any successor thereto.


 


“Second Lien Credit Facilities” means the loans, letters of
credit and commitments documented under the 2011 Second Lien Credit Facility
and the loans, letters of credit and commitments documented under the 2012 Second
Lien Credit Facility (in each case together with the related documents thereto,
including, without limitation, any security documents), in each case, as such
agreements may be amended (including any amendment and restatement thereof),
supplemented, or otherwise modified from time to time, including any agreement
or indenture extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Subsidiaries of the Company as additional borrowers or
guarantors thereunder) all or any portion of the Indebtedness under any such
agreement or any successor replacement agreement and whether by the same or any
other agent, lender or group or lenders.


 


“Second Lien Guarantee Agreements” means (i) the 2011
Second Priority Guarantee Agreement dated as of March 13, 2009 made by
iStar Tara Holdings LLC, iStar Tara LLC and the other guarantors party thereto
in favor of JPMorgan Chase Bank, N.A., as administrative agent, as the same may
be amended, modified, restated, extended or supplemented from time to time,
whether with the same or any other parties, and (ii) the 2012 Second
Priority Guarantee Agreement dated as of March 13, 2009 made by iStar Tara
Holdings LLC, iStar Tara LLC and the other guarantors party thereto in favor of
JPMorgan Chase Bank, N.A., as administrative agent, as the same may be amended,
modified, restated, extended or supplemented from time to time, whether with
the same or any other parties.


 


“Second Lien Secured Notes” means Secured Notes which (i) are
secured ratably with the Second Lien Credit Facilities (if any, or otherwise
secured ratably with the Notes) by a second-priority security interest in the
Collateral, subject only to the first-priority Lien granted pursuant to the
Security Agreement for the benefit of the First Priority Secured Parties and (ii) at
any time prior to the repayment in full of all loans and other obligations
under the Secured Credit Facilities and the termination of the commitments
thereunder, do not exceed $1.0 billion in aggregate principal amount
outstanding at any time.


 


“Secured Credit Facilities” means the Second Lien Credit
Facilities and the loans and commitments documented under the First Lien Credit
Facility (in each case together with the related documents thereto, including,
without limitation, any security documents), in each case, as such agreements
may be amended (including any amendment and restatement thereof), supplemented,
or otherwise modified from time to time, including any agreement or indenture
extending the maturity of, refinancing, replacing or otherwise restructuring
(including increasing the amount of available borrowings thereunder or adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under any such agreement or any
successor replacement agreement and whether by the same or any other agent,
lender or group or lenders.


 


“Secured Credit Facilities Loan Documents” means (i) the
“Loan Documents” as defined in the First Lien Credit Facility, (ii) the
“Loan Documents” as defined in the 2011 Second Lien Credit Facility and (iii) the
“Loan Documents” as defined in the 2012 Second Lien Credit Facility.


 


19














 


“Secured Notes” means the Notes, whether issued on the Issue
Date or on a subsequent date, any Exchange Notes and any other notes issued
after the Issue Date that are secured by the Collateral, as permitted under and
in accordance with this Indenture, the Security Documents and the Secured
Credit Facilities.


 


“Secured Indebtedness” means any Indebtedness secured by a Lien
upon the property of the Company or any of its Subsidiaries.


 


“Securities” means any stock, partnership interests, shares,
shares of beneficial interest, voting trust certificates, bonds, debentures,
notes or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as “securities,”
or any certificates of interest, shares, or participations in temporary or
interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire any of the foregoing, and shall include
Indebtedness which would be required to be included on the liabilities side of
the balance sheet of the Company in accordance with GAAP, but shall not include
any Cash or Cash Equivalents or any evidence of the obligations of the Company
under the Secured Credit Facilities Loan Documents.


 


“Securities Act” means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.


 


“Security Agreement” means the Security Agreement dated as of March 13,
2009, by and among iStar Tara Holdings LLC, iStar Tara LLC, certain
Subsidiaries of the Company and the Collateral Trustee, as the same may be
amended, modified, restated, extended or supplemented from time to time,
whether with the same or any other parties.


 


“Security Documents” means the Collateral Trust and
Intercreditor Agreement, the Security Agreement, any mortgages and all of the
security agreements, pledges, collateral assignments, deeds of trust or other
instruments evidencing or creating or purporting to create any security
interests in favor of the Collateral Trustee for its benefit and for the
benefit of the Trustee and the Holders of the Notes.


 


“Shelf Registration Statement” means the Shelf Registration
Statement as defined in the Registration Rights Agreement.


 


“Significant Subsidiary,” with respect to any Person, means any
Subsidiary of such Person that satisfies the criteria for a “significant
subsidiary” set forth in Rule 1.02(w) of Regulation S-X under
the Exchange Act.


 


“Stated Maturity” when used with respect to any Indebtedness or
any installment of interest thereon means the dates specified in such
Indebtedness as the fixed date on which the principal of or premium on such
Indebtedness or such installment of interest is due and payable.


 


“Subsidiary,” with respect to any Person, means any corporation
or other entity of which securities or other ownership interests having
ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly
owned by such Person.


 


“Taxes” means all U.S. federal, state, local and foreign income
and gross receipts taxes.


 


“Third Party Sale” means the sale or other monetization (that is
not a payment or prepayment) of any portion of the Collateral.


 


20

















 


“Total Unencumbered Assets” means, as of any date, the sum of:


 


(1)           those Undepreciated
Real Estate Assets not securing any portion of Secured Indebtedness; and


 


(2)           all other assets
(but excluding intangibles and accounts receivable) of the Company and its
Subsidiaries not securing any portion of Secured Indebtedness,


 


determined on a consolidated basis in accordance with GAAP.


 


“Transfer Restricted Securities” has the meaning given such term
in the Registration Rights Agreement.


 


“Trustee” means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.


 


“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended.


 


“Undepreciated Real Estate Assets” means, as of any date, the
cost (being the original cost to the Company or any of Subsidiaries plus
capital improvements) of real estate assets of the Company and its Subsidiaries
on such date, before depreciation and amortization of such real estate assets,
determined on a consolidated basis in accordance with GAAP.


 


“Unrestricted Definitive Note” means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend (except that it will be required to bear the second paragraph of the
Private Placement Legend).


 


“Unrestricted Global Note” means a Global Note in the form of
Exhibits A-1 (in the case of the 2011 Notes) and A-2 (in the case of the
2014 Notes) attached hereto that bears the Global Note Legend and that has the “Schedule
of Exchanges of Interests in the Global Note” attached thereto, but that does
not bear the Private Placement Legend (except that it will be required to bear
the second paragraph of the Private Placement Legend), and that is deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee.


 


“Unsecured Indebtedness” means any Indebtedness of the Company
or any of its Subsidiaries that is not Secured Indebtedness.


 


“Venture LLC” means (i) an Investment Affiliate that owns
Loan Assets, Credit Tenant Lease Assets and/or Other Real Estate Owned Assets
and (ii) iStar Woodward LLC.


 


“Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:  (1) the then outstanding aggregate
principal amount of such Indebtedness by; (2) the sum of the products
obtained by multiplying (i) the amount of each then remaining installment,
sinking fund, serial maturity or other required payment of principal, including
payment at final maturity, in respect thereof, by (ii) the number of years
(calculated to the nearest one-twelfth) which will elapse between such date and
the making of such payment.


 


“Wholly Owned Subsidiary” of any Person means any Subsidiary of
such Person of which all the outstanding voting securities (other than in the
case of a foreign Subsidiary, directors’ qualifying shares or an immaterial
amount of shares required to be owned by other Persons pursuant to applicable
law) are owned by such Person or any Wholly Owned Subsidiary of such Person.


 


21

















 


Section 1.02.          Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Acceleration Notice”

  	
   

  	
  6.02

  	
   

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  	
   

  
	
  “Change
  of Control Date”

  	
   

  	
  4.10

  	
   

  
	
  “Change
  of Control Payment Date”

  	
   

  	
  4.10

  	
   

  
	
  “Change
  of Control Offer”

  	
   

  	
  4.10

  	
   

  
	
  “Change
  of Control Purchase Date”

  	
   

  	
  4.10

  	
   

  
	
  “Change
  of Control Purchase Price”

  	
   

  	
  4.10

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  10.03

  	
   

  
	
  “DTC”

  	
   

  	
  2.03

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “incur”

  	
   

  	
  4.07

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  10.02

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Redemption Date”

  	
   

  	
  3.07

  	
   

  
	
  “Redemption Price”

  	
   

  	
  3.07

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Successor Person”

  	
   

  	
  9.04

  	
   

  
	
  “Surviving Entity”

  	
   

  	
  5.01

  	
   

  



 


Section 1.03.          Incorporation by Reference of Trust
Indenture Act.  Whenever this Indenture
refers to a provision of the Trust Indenture Act, the provision is incorporated
by reference in and made a part of this Indenture.


 


All terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by Commission rule under the Trust Indenture Act have the meanings
so assigned to them.


 


Section 1.04.          Rules of Construction.  Unless the context otherwise requires:


 


(a)           a
term has the meaning assigned to it;


 


(b)           an
accounting term not otherwise defined has the meaning assigned to it in accordance
with GAAP;


 


(c)           “or”
is not exclusive;


 


(d)           words
in the singular include the plural, and in the plural include the singular;


 


(e)           provisions
apply to successive events and transactions;


 


(f)            references
to sections of or rules under the Securities Act shall be deemed to
include substitute, replacement of successor sections or rules adopted by
the Commission from time to time; and


 


(g)           all
references to interest or any other amount payable on or with respect to the
Notes shall be deemed to include any Additional Interest.


 


22

















 


ARTICLE
II


 


THE
NOTES


 


Section 2.01.          Form and Dating.


 


(a)           General.  The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibits A-1 (in the
case of the 2011 Notes) and A-2 hereto (in the case of the 2014 Notes).  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its
authentication.  The Notes shall be in
denominations of $1,000 and integral multiples thereof.


 


The terms and
provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


 


(b)           Global
Notes.  Notes issued in global form
shall be substantially in the form of Exhibits A-1 (in the case of the
2011 Notes) and A-2 (in the case of the 2014 Notes) attached hereto (including,
in each case, the Global Note Legend thereon and the “Schedule of Exchanges of
Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be
substantially in the form of Exhibits A-1 (in the case of the 2011 Notes)
and A-2 (in the case of the 2014 Notes) attached hereto (but, in each case,
without the Global Note Legend thereon and without the “Schedule of Exchanges
of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.06 hereof.


 


(c)           Euroclear
and Clearstream Procedures Applicable. 
The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and
Conditions of Clearstream” and “Customer Handbook” of Cedel Bank (as adopted by
Clearstream) and any alternative or additional procedures from time to time
adopted by Euroclear or Clearstream shall be applicable to transfers of
beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.


 


(d)           Book-Entry
Provisions.  Participants and
Indirect Participants shall have no rights either under this Indenture or under
any Global Note with respect to such Global Note held on their behalf of the
custodian for the Depositary, and the Company, the Guarantors, the Trustee and
any agent of the Company, the Guarantors or the Trustee shall be entitled to
treat the Depositary as the absolute owner of such Global Note for all purposes
whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Guarantors, the
Trustee or any Agent from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the Depositary
and its Participants, the 


 


23

















 


operation of customary practices of the Depositary governing the
exercise of the rights of an owner of a beneficial interest in any Global Note.


 


Section 2.02.          Execution and Authentication.  One or more Officers shall sign the Notes on
behalf of the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.


 


A Note shall not be valid until authenticated by the manual signature
of the Trustee.  The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.


 


The Trustee shall, upon receipt of a written order of the Company
signed by one or more Officers (an “Authentication Order”), authenticate
2011 Notes for original issue on the Issue Date in aggregate principal amount
not to exceed $155,253,000
(other than as provided in Section 2.07)
and 2014 Notes for original issue on the Issue Date in aggregate principal
amount not to exceed $479,548,000
(other than as provided in Section 2.07).  The Trustee shall authenticate Additional
Notes thereafter (so long as permitted by the terms of this Indenture) for
original issue upon receipt of one or more Authentication Orders in aggregate
principal amount as specified in such order (other than as provided in Section 2.07).  Each such Authentication Order shall specify
the amount of Notes to be authenticated, whether the Notes are to be Initial
Notes, Additional Notes or Exchange Notes and whether the Notes are to be
issued as Definitive Notes or Global Notes or such other information as the
Trustee shall reasonably request.


 


The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes.  An
authenticating agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as an Agent to deal with Holders or an Affiliate of the Company.


 


Section 2.03.          Registrar and Paying Agent.  The Company shall maintain an office or
agency where Notes may be presented for registration of transfer or for
exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). 
The Registrar shall keep a register of the Notes and of their transfer
and exchange.  The Company may appoint
one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Company may change any Paying
Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially appoints The Depository Trust Company (“DTC”)
to act as Depositary with respect to the Global Notes.


 


The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.


 


Section 2.04.          Paying Agent To Hold Money in Trust.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal, premium, if any, or interest on the Notes,
and will notify the Trustee in writing of any default by the Company in making
any such payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee.  The Company at any time
may require a Paying Agent to pay all money 


 


24

















 


held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying
Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.


 


Section 2.05.          Holder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with Trust
Indenture Act § 312(a).  If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders and
the Company shall otherwise comply with Trust Indenture Act § 312(a).


 


Section 2.06.          Transfer and Exchange.


 


(a)           Transfer
and Exchange of Global Notes.  A
Global Note may not be transferred as a whole except by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or
to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.  All Global Notes will be exchanged by the
Company for Definitive Notes if (i) the Company delivers to the Trustee
written notice from the Depositary that it is unwilling or unable to continue
to act as Depositary or that it is no longer a clearing agency registered under
the Exchange Act and, in either case, a successor Depositary is not appointed
by the Company within 120 days after the date of such notice from the
Depositary, (ii) the Company in its sole discretion determines that the
Global Notes (in whole but not in part) should be exchanged for Definitive
Notes and delivers a written notice to such effect to the Trustee or (iii) with
respect to a series of Notes, there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes of such series and any
Holder of such series so requests.  Upon
the occurrence of any of the preceding events above, Definitive Notes shall be
issued in such names as the Depositary shall instruct the Trustee in
writing.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10 hereof.  Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06
or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note, except for Definitive Notes issued subsequent to any of the events in
(i), (ii) or (iii) above or pursuant to Section 2.06(c) hereof.  A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a);
provided, however, that beneficial interests in a Global Note may
be transferred and exchanged as provided in Section 2.06(b),
(c) or (f) hereof.


 


(b)           Transfer
and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable
Procedures.  Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the
Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:


 


(i)            Transfer
of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in 


 


25

















 


accordance with the transfer restrictions set forth in the complete
Private Placement Legend.  Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note.  No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(i).


 


(ii)           All
Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the
transferor of such beneficial interest must deliver to the Registrar either (A) (1) a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged
and (2) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase or (B) (1) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note of
the same series in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (B)(1) above.  Upon consummation of an Exchange Offer by the
Company in accordance with Section 2.06(f) hereof,
the requirements of this Section 2.06(b)(ii) shall
be deemed to have been satisfied upon receipt by the Registrar of the
instructions from the Company as to the principal amount of Notes validly
exchanged.  Upon satisfaction of all of
the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof.


 


(iii)          Transfer
of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the
form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.06(b)(ii) above
and the Registrar receives the following:


 


(A)          if
the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof;
and


 


(B)           if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


(iv)          Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note. 
A beneficial interest in any Restricted Global Note may be exchanged by
any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.06(b)(ii) above
and:


 


26

















 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;


 


(B)           such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)           such
transfer is effected by a Participating Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement; or


 


(D)          the
Registrar receives the following:


 


(1)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note of the same series, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(a) thereof; or


 


(2)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note of the same
series, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;


 


and, in each such case
set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained
herein and in the complete Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


If any such
transfer or exchange is effected pursuant to this clause (iv) at a
time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial
interests transferred or exchanged pursuant to this clause (iv).


 


Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.


 


27

















 


(c)           Transfer or Exchange of Beneficial
Interests for Definitive Notes.


 


(i)            Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:


 


(A)          if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note of the same
series, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (2)(a) thereof;


 


(B)           if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;


 


(C)           if
such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


(D)          if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)           if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(b) thereof; or


 


(F)           if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof,
and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Note in the appropriate
principal amount.  Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(i) shall
bear the complete Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.


 


(ii)           Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a
Restricted Global Note may exchange such 


 


28

















 


beneficial interest for an Unrestricted Definitive Note or may transfer
such beneficial interest to a Person who takes delivery thereof in the form of
an Unrestricted Definitive Note only if:


 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
of the Company;


 


(B)           such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)           such
transfer is effected by a Participating Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement; or


 


(D)          the
Registrar receives the following:


 


(1)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Definitive Note of the same series that
does not bear the complete Private Placement Legend, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in
item (1)(b) thereof; or


 


(2)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a Definitive Note of the same series that does not bear the
complete Private Placement Legend, a certificate from such holder in the form
of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case
set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained
herein and in the complete Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


(iii)          Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a
Definitive Note of the same series or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction
of the conditions set forth in Section 2.06(b)(ii) hereof,
the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Note in the appropriate
principal amount.  Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be
registered in such name or names and in such authorized denomination or 


 


29

















 


denominations as the holder of such beneficial interest shall instruct
the Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the complete Private
Placement Legend.


 


(d)           Transfer and Exchange of
Definitive Notes for Beneficial Interests.


 


(i)            Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note or to transfer such Restricted Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:


 


(A)          if
the Holder of such Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note of the same series, a
certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (2)(b) thereof;


 


(B)           if
such Restricted Definitive Note is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;


 


(C)           if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904 under
the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;


 


(D)          if
such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)           if
such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof; or


 


(F)           if
such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cancel
the Restricted Definitive Note, increase or cause to be increased the aggregate
principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A
Global Note, and, in the case of clause (C) above, the
Regulation S Global Note.


 


(ii)           Restricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note of
the same series or transfer such Restricted 


 


30

















 


Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note only if:


 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)           such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)           such
transfer is effected by a Participating Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement;
or


 


(D)          the
Registrar receives the following:


 


(1)           if
the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in
item (1)(c) thereof; or


 


(2)           if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case
set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained
herein and in the complete Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


Upon satisfaction of the
conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
Notes and increase or cause to be increased the aggregate principal amount of
the Unrestricted Global Note.


 


(iii)          Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note
of the same series or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note at any time.  Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the
applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes.


 


31














 


If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii) or (iii) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so exchanged
or transferred.


 


(e)           Transfer
and Exchange of Definitive Notes for Definitive Notes.  Upon written request by a Holder of
Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).


 


(i)            Restricted
Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be
transferred to and registered in the name of Persons who take delivery thereof
in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A)          if
the transfer will be made pursuant to Rule 144A under the Securities Act,
then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B)           if
the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and


 


(C)           if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.


 


(ii)           Restricted
Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be
exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:


 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)           any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;


 


32

















 


(C)           any
such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)          the
Registrar receives the following:


 


(1)           if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(d) thereof;
or


 


(2)           if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case
set forth in this subparagraph (D), if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the complete Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


(iii)          Unrestricted
Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note.  Upon
receipt of a written request to register such a transfer, the Registrar shall
register the Unrestricted Definitive Notes pursuant to the instructions from
the Holder thereof.


 


(f)            Exchange
Offer.  Upon the occurrence of the
Exchange Offer in accordance with the Registration Rights Agreement, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal or through an Agent’s
Message through the DTC Automated Tender Offers Program that (x) they are
not broker-dealers, (y) they are not participating in a distribution of
the Exchange Notes and (z) they are not affiliates (as defined in Rule 144)
of the Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144)
of the Company, and accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall
execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in
the appropriate principal amount.


 


33

















 


(g)           Legends.  The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture.


 


(i)            Private Placement Legend.


 


(A)          Except
as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form:


 


“THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER:


 


(I)                                REPRESENTS
THAT (A) IT (I) IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) AND (II) IS ACQUIRING
THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR (B) IT IS
NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,


 


(II)                            AGREES
THAT IT WILL NOT, WITHIN THE APPLICABLE TIME PERIOD REFERRED TO UNDER
RULE 144(d)(1) (TAKING INTO ACCOUNT THE OTHER PROVISIONS OF
RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY,
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) IN THE UNITED
STATES, TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED
STATES, IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF REGULATION S
UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (E) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND, IN
EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND


 


34

















 


(III)                        AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN
IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(C) OR 2(D) ABOVE)
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


EACH PURCHASER OR TRANSFEREE OF THIS SECURITY OR ANY
INTEREST HEREIN WILL BE DEEMED BY ITS ACQUISITION AND HOLDING OF THIS SECURITY
TO HAVE REPRESENTED AND AGREED THAT EITHER (I) IT IS NOT, AND NO PORTION OF THE ASSETS USED TO ACQUIRE OR
HOLD THIS SECURITY OR AN INTEREST HEREIN CONSTITUTES THE ASSETS OF, AN
“EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(42) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)
WHICH IS SUBJECT TO TITLE I OF ERISA, A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY OTHER FEDERAL, STATE,
LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO TITLE I OF
ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAW”), OR
ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY
SUCH PLAN, ACCOUNT OR ARRANGEMENT (EACH, A “PLAN”) OR (II) THE
ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT
CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR
LAWS.


 


IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE
APPLICABLE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE. 
AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT.”


 


(B)           Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or
(f) to this Section 2.06
(and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend (except that any such Global Note or
Definitive Note shall bear the second paragraph of the Private Placement
Legend).


 


(ii)           Global Note Legend.  Each Global Note shall bear a legend in
substantially the following form:


 


“THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY 


 


35

















 


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.”


 


(h)           Cancellation
and/or Adjustment of Global Notes. 
At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 hereof.  At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


 


(i)            General Provisions Relating to
Transfers and Exchanges.


 


(i)            To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the
receipt of an Authentication Order in accordance with Section 2.02 or at
the Registrar’s request.


 


(ii)           No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange,
but the Company and the Trustee may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06,
4.10 and 11.05 hereof).


 


(iii)          The Registrar shall not be required to
register the transfer of or exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.


 


(iv)          All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.


 


(v)           The
Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes
during a period beginning at the opening of business 15 days 


 


36

















 


before the day of any selection of Notes for
redemption under Section 3.02 hereof and ending at the close of business
on the day of selection, (B) to register the transfer of or to exchange
any Note so selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part or (C) to register the transfer
of or to exchange a Note between a record date and the next succeeding Interest
Payment Date.


 


(vi)          Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of, premium, if any, and interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.


 


(vii)         The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof.


 


(viii)        All
certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of
transfer or exchange may be submitted by facsimile.


 


(j)            Automatic
Exchange from Restricted Global Note to Unrestricted Global Note.  Subject to Section 2.06(k), on the date
that is 365 days after (i) in the case of the Initial Notes, the Issue
Date or (ii) in the case of any Additional Notes, the date any such
Additional Notes were issued, beneficial interests in a Restricted Global Note
shall be exchanged for beneficial interests in an Unrestricted Global
Note.  In order to effect such exchange,
the Company shall provide written notice to the Trustee instructing the Trustee
to (i) direct the Depositary to transfer the specified amount of the
outstanding beneficial interests in a particular Restricted Global Note to an
Unrestricted Global Note and provide the Depositary with all such information
as is necessary for the Depositary to appropriately credit and debit the relevant
Holder accounts and (ii) provide prior written notice to all Holders of
such exchange, which notice must include the date such exchange is proposed to
occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP
number of the Unrestricted Global Note into which such Holders’ beneficial
interests will be exchanged.  As a
condition to any such exchange pursuant to this Section 2.06(j), the
Trustee shall be entitled to receive from the Company, and rely upon
conclusively without any liability, an Officers’ Certificate and an Opinion of
Counsel to the Company, in form and in substance reasonably satisfactory to the
Trustee, to the effect that such transfer of beneficial interests to the
Unrestricted Global Note shall be effected in compliance with the Securities
Act.  The Company may request from
Holders such information it reasonably determines is required in order to be
able to deliver such Officers’ Certificate and Opinion of Counsel.  Upon such exchange of beneficial interests
pursuant to this Section 2.06(j), the Registrar shall reflect on its books
and records the date of such transfer and a decrease and increase,
respectively, in the principal amount of the applicable Restricted Global Note
and the Unrestricted Global Note, respectively, equal to the principal amount
of beneficial interests transferred. 
Following any such transfer pursuant to this Section 2.06(j) of
all of the beneficial interests in a Restricted Global Note, such Restricted
Global Note shall be cancelled.


 


(k)           Transfers
of Securities Held by Affiliates. 
Notwithstanding anything to the contrary in this Section 2.06, any
certificate (i) evidencing a Note that has been transferred to an
affiliate (as defined in Rule 405 of the Securities Act) of the Company,
as evidenced by a notation on the certificate of transfer or certificate of
exchange for such transfer or in the representation letter delivered in respect
thereof, or (ii) evidencing a Note that has been acquired from an 


 


37

















 


affiliate (other than by an affiliate) in a transaction or a chain of
transactions not involving any public offering, as evidenced by a notation on
the certificate of transfer or certificate of exchange for such transfer or in
the representation letter delivered in respect thereof, shall, until one year
after the last date on which either the Company or any affiliate of the Company
was an owner of such Note, in each case, be in the form of a permanent
Definitive Note and bear the complete Private Placement Legend subject to the
restrictions in this Section 2.06. 
The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to this Section 2.06(k).  The Company, at its sole cost and expense,
shall have the right to inspect and make copies of all such letters, notices or
other written communications at any reasonable time upon the giving of
reasonable advance written notice to the Trustee.


 


Section 2.07.          Replacement Notes.  If any mutilated Note is surrendered to the
Trustee or the Company and the Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee’s requirements are met.  An indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced.  The Company may charge for its expenses in
replacing a Note.


 


Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.


 


Section 2.08.          Outstanding Notes.  The Notes outstanding at any time are all the
Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions hereof, and
those described in this Section as not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Note.


 


If a Note is replaced pursuant to Section 2.07 hereof, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.


 


If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a Redemption Date or at Maturity, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.


 


Section 2.09.          Treasury Notes.  In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent
pursuant to Sections 6.02, 6.04 or 11.02 or otherwise, Notes owned by the
Company or any Guarantor, or by any Affiliate of the Company or any Guarantor,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.


 


Section 2.10.          Temporary Notes.  Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably 


 


38

















 


acceptable to the Trustee.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes.


 


Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.


 


Section 2.11.          Cancellation.  The Company at any time may deliver Notes to
the Trustee for cancellation.  The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall destroy canceled Notes (subject to the record
retention requirement of the Exchange Act). 
The Company may not issue new Notes to replace Notes that it has paid or
that have been delivered to the Trustee for cancellation.


 


Section 2.12.          Defaulted Interest.  If the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at
the rate provided in the Notes and in Section 4.01 hereof.  The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. 
The Company shall fix or cause to be fixed each such special record date
and payment date; provided that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted
interest.  At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.


 


Section 2.13.          Record Date.  The Company may set a record date for
purposes of determining the identity of Holders entitled to vote or to consent
to any action by vote or consent authorized or permitted by Sections 6.04
and 6.05.


 


Section 2.14.          CUSIP Numbers.  The Company in issuing the Notes may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use CUSIP
numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or the omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the CUSIP numbers.


 


ARTICLE
III


 


REDEMPTION


 


Section 3.01.          Notices to Trustee.  If the Company elects to redeem Notes
pursuant to the optional redemption provisions of Section 3.07 hereof, it
shall furnish to the Trustee, at least 30 days but not more than 60 days before
a Redemption Date, an Officers’ Certificate setting forth (i) the
paragraph of the Notes and/or the Section of this Indenture pursuant to
which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of each series of Notes to be redeemed, (iv) the
Redemption Price and (v) the CUSIP numbers of each series of the Notes to
be redeemed.


 


39

















 


Section 3.02.          Selection of Notes to Be Redeemed.  In the event that the Company chooses to redeem
less than all of the Notes of a series, selection of the Notes of such series
for redemption will be made by the Trustee on a pro  rata  basis.


 


No Notes of a principal amount of $1,000 or less shall be redeemed in
part.


 


The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed.  Notes and portions of Notes selected shall be
in amounts of $1,000 or whole multiples of $1,000; except that if all of the
Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.


 


Section 3.03.          Notice of Redemption.  At least 30 days but not more than
60 days before a Redemption Date, the Company shall mail or cause to be
mailed, by first class mail (at its own expense), a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address or
otherwise in accordance with the procedures of DTC.


 


The notice shall identify the Notes to be redeemed,
including the CUSIP numbers, and shall state:


 


(a)           the
Redemption Date;


 


(b)           the
Redemption Price;


 


(c)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
shall be issued upon cancellation of the original Note;


 


(d)           the
name and address of the Paying Agent;


 


(e)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price;


 


(f)            that,
unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the Redemption Date;


 


(g)           the
paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; and


 


(h)           that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.


 


At the Company’s written request, the Trustee shall give the notice of
redemption in the Company’s name and at its expense; provided, however,
that the Company shall have provided to the Trustee, at least 45 days prior to
the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), the information required by clauses (a) through (d) above.


 


Section 3.04.          Effect of Notice of Redemption.  Once notice of redemption is mailed in accordance
with Section 3.03 hereof, Notes called for redemption become irrevocably
due and payable on 


 


40

















 


the Redemption Date at the Redemption Price.  The notice, if mailed in a manner herein
provided, shall be conclusively presumed to have been given, whether or not the
Holder receives such notice.  In any
case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Note.  A notice of redemption may not be
conditional.


 


Section 3.05.          Deposit of Redemption Price.  One Business Day prior to the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the Redemption Price of all Notes to be redeemed on that date
and any amounts owed the Trustee.  The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the Redemption Price of all Notes to be redeemed and
any amounts owed the Trustee.


 


If the Company complies with the provisions of the preceding paragraph,
on and after the Redemption Date, interest shall cease to accrue on the Notes
or the portions of Notes called for redemption. 
If a Note is redeemed on or after an interest record date but on or
prior to the related Interest Payment Date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at
the close of business on such record date. 
If any Note called for redemption shall not be so paid upon surrender
for redemption because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the
Redemption Date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided
in the Notes and in Section 4.01 hereof.


 


Section 3.06.          Notes Redeemed in Part.  Upon surrender of a Note that is redeemed in
part, the Company shall issue and, upon receipt of an Authentication Order, the
Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed portion of the Note surrendered.


 


Section 3.07.          Optional Redemption.  The Notes of any series may be redeemed, in
whole or in part, at the Company’s option at any time prior to Maturity of the
Notes of such series at a price equal to 100% of the principal amount thereof
plus accrued but unpaid interest, if any (the “Redemption Price”), to,
but not including, the date of the redemption (the “Redemption Date”)
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date).


 


Other than as specifically provided in this Section 3.07, any
redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.


 


Section 3.08.          Mandatory Redemption.  Except as set forth in Section 4.10
hereof, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes prior to Maturity.


 


ARTICLE
IV


 


COVENANTS


 


Section 4.01.          Payment of Notes.  The Company shall pay or cause to be paid the
principal of, premium, if any, and interest on the Notes on the dates and in
the manner provided in the Notes. 
Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary, holds
as of 10:00 a.m., New York City Time, on the due date money deposited by
the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due.


 


41

















 


The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the then applicable interest rate on the Notes to the extent lawful; 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 period) at the same rate to the extent lawful.


 


Section 4.02.          Maintenance of Office or Agency.  The Company shall maintain in the Borough of
Manhattan, The City of New York, an office or agency (which may be an office of
the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served.  The Company
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. 
If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.


 


The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes.  The Company shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


 


The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.


 


Section 4.03.          Reports to Holders.  Whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding, the
Company shall furnish the Holders of Notes:


 


(1)           all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company
were required to file such Forms, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” that describes the
financial condition and results of operations of the Company and its
consolidated Subsidiaries (showing in reasonable detail, either on the face of
the financial statements or in the footnotes thereto and in Management’s
Discussion and Analysis of Financial Condition and Results of Operations, the
financial condition and results of operations of the Company and its Subsidiaries)
and, with respect to the annual information only, a report thereon by the
Company’s independent registered public accounting firm; and


 


(2)           all
current reports that would be required to be filed with the Commission on Form 8-K
if the Company were required to file such reports, in each case within 15 days
after the due dates for such reports specified in the Commission’s rules and
regulations.


 


In addition, whether or not required by the rules and regulations
of the Commission, the Company shall file a copy of all such information and
reports with the Commission for public availability within 15 days after the
due dates for such reports specified in the Commission’s rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request.  In addition, the Company has
agreed that, for so long as any Notes remain outstanding, it will furnish to
the Holders and to securities analysts and prospective 


 


42

















 


investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.


 


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 hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


Section 4.04.          Compliance Certificate.


 


(a)           The
Company and each
Guarantor (to the extent that such Guarantor is so required under the Trust
Indenture Act) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers’ Certificate, one of the signers of
which shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company, stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company and such Guarantor has kept, observed,
performed and fulfilled their obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company and such Guarantor has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms, provisions,
covenants and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which payments
on account of the principal of, premium, if any, or interest, if any, on the
Notes is prohibited or if such event has occurred, a description of the event
and what action the Company is taking or proposes to take with respect thereto.


 


(b)           The
Company shall, so long as any of the Notes are outstanding, promptly deliver to
the Trustee, forthwith upon any Officer becoming aware of any Default or Event
of Default, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.


 


Section 4.05.          Taxes.  The Company shall pay, and shall cause each
of its Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders.


 


Section 4.06.          Stay, Extension and Usury Laws.  The Company and each of the Guarantors
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Company and each of the Guarantors (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.


 


Section 4.07.          Limitation on Incurrence of
Additional Indebtedness.  The Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume, guarantee, 


 


43














 


become liable, contingently or otherwise, with respect
to, or otherwise become responsible for payment of (collectively, “incur”)
any Indebtedness (including, without limitation, Acquired Indebtedness) other
than Permitted Indebtedness.


 


Notwithstanding the foregoing, if no Default or Event of Default shall
have occurred and be continuing at the time of or as a consequence of the
incurrence of any such Indebtedness, the Company or any of its Subsidiaries may
incur Indebtedness (including, without limitation, Acquired Indebtedness), in
each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company is greater than 1.50 to 1.00.


 


Section 4.08.          Corporate Existence.  Subject to Article V hereof, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time
to time) of the Company or any such Subsidiary and (ii) the rights
(charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.


 


Section 4.09.          Maintenance of Total Unencumbered
Assets.  The Company and its Subsidiaries
shall maintain Total Unencumbered Assets of not less than 120% of the aggregate
outstanding principal amount of the Unsecured Indebtedness of the Company and
its Subsidiaries, in each case on a consolidated basis.


 


Section 4.10.          Offer to Repurchase Upon Change of
Control Triggering Event.


 


(a)           Upon
the occurrence of a Change of Control Triggering Event with respect to a series
of Notes (the date of such occurrence, the “Change of Control Date”),
each Holder of Notes of such series shall have the right to require the Company
to purchase such Holder’s Notes of such series in whole or in part in integral
multiples of $1,000 at a purchase price (the “Change of Control Purchase
Price”) in cash equal to 101% of the principal amount of such Notes, plus
accrued and unpaid interest, if any, to, but not including, the date of
purchase (the “Change of Control Purchase Date”), pursuant to and in
accordance with the offer described in this Section 4.10 (the “Change
of Control Offer”).


 


(b)           Within 30 days following the Change of
Control Date, the Company shall send, by first class mail, a notice to the
Holders, with a copy to the Trustee, stating:


 


(i)            that
the Change of Control Offer is being made pursuant to this Section 4.10
and that all Notes of the applicable series that are validly tendered will be
accepted for payment;


 


(ii)           the
Change of Control Purchase Price and the Change of Control Purchase Date, which
shall be a Business Day that is no earlier than 30 days nor later than 60 days
from the date such notice is mailed (the “Change of Control Payment Date”)
other than as may be required by law;


 


(iii)          that
any Note not tendered will continue to accrue interest;


 


44

















 


(iv)          that
any Note accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control Payment Date unless the
Company shall default in the payment of the Change of Control Purchase Price of
the Notes and the only remaining right of the Holder is to receive payment of
the Change of Control Purchase Price upon surrender of the applicable Note to
the Paying Agent;


 


(v)           that
Holders electing to have a portion of a Note purchased pursuant to a Change of
Control Offer may only elect to have such Note purchased in integral multiples
of $1,000;


 


(vi)          that
if a Holder elects to have a Note purchased pursuant to the Change of Control
Offer it will be required to surrender the Note, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Note completed, or transfer
the Note by book-entry transfer, to the Paying Agent at the address specified
in the notice prior to the close of business on the third Business Day prior to
the Change of Control Payment Date;


 


(vii)         that
a Holder will be entitled to withdraw its election if the Company receives, not
later than the third Business Day preceding the Change of Control Payment Date,
a telegram, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Notes such Holder delivered for purchase, and a
statement that such Holder is withdrawing its election to have such Note
purchased; and


 


(viii)        that
if Notes are purchased only in part a new Note of the same series will be
issued in principal amount equal to the unpurchased portion of the Notes
surrendered.


 


(c)           On
or before the Change of Control Payment Date, the Company shall, to the extent
lawful, accept for payment, all Notes or portions thereof validly tendered
pursuant to the Change of Control Offer, and shall deliver to the Trustee an
Officers’ Certificate stating that such Notes or portions thereof were accepted
for payment by the Company in accordance with the terms of this Section 4.10.  The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly mail or deliver to each tendering
Holder an amount equal to the Change of Control Purchase Price of the Notes
tendered by such Holder and accepted by the Company for purchase.  Further, the Company shall promptly issue a
new Note, and the Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.


 


(d)           The
Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an offer hereunder.  To the extent the provisions of any
securities laws or regulations conflict with the provisions under this Section 4.10,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 4.10
by virtue thereof.


 


Section 4.11.          Coverage Test.  The Company shall not permit the Coverage
Ratio (x) at any time prior to the repayment in full of the loans and
other obligations under the Secured Credit Facilities and the termination of
the commitments thereunder, to be less than 1.30 to 1.00 or (y) at any
time from 


 


45

















 


and after the repayment in full of the loans and other
obligations under the Secured Credit Facilities and the termination of the
commitments thereunder, less than 1.50 to 1.00.


 


Within 30 days following the receipt of
Collateral Proceeds, if necessary in order to comply with this Section 4.11,
the Company will have the option to (i) pledge Qualified Substitute
Collateral or (ii) identify in an Officers’ Certificate delivered to the
Trustee the Collateral Proceeds therefrom as “Designated Collateral Proceeds”
or (iii) implement any combination of clauses (i) and (ii) sufficient
to maintain compliance with this Section 4.11.  At any time after the repayment in full of
all loans and other obligations under the Secured Credit Facilities and the
termination of the commitments thereunder, the Company may use all or any
portion of Designated Collateral Proceeds to redeem Notes pursuant to the
optional redemption provisions of Section 3.07 hereof.


 


Section 4.12.          Limitation on Indebtedness of
Guarantors and Pledged Entities.


 


(a)           The
Company shall not permit any Guarantor or Pledged Collateral LLC to incur any
Indebtedness other than (i) Indebtedness in respect of the Secured Credit
Facilities in an aggregate principal amount at any time outstanding under such
Secured Credit Facility not to exceed the maximum aggregate amount of any term
loans outstanding under such Secured Credit Facility on the Issue Date plus the
amount available under the revolving and delayed draw portions, if any, of such
Secured Credit Facility as in effect on the Issue Date; provided, however,
that with respect to the First Lien Credit Facility only, such amount shall be
reduced by any required permanent repayments (which are accompanied by a
corresponding permanent commitment reduction, if any) thereunder, and (ii) Indebtedness
in respect of the Secured Notes, the Guarantees and any Refinancing
Indebtedness incurred to Refinance Secured Notes under (x) a guarantee
containing a limitation on liability substantially equivalent to the fraudulent
conveyance limitation included in Section 2.1(b) of the Second Lien
Guarantee Agreements (or, in the case of Secured Notes sharing a third priority
security interest under the Security Agreement, containing a similar limitation
taking into account such third priority entitlement) and (y) the Security
Documents.


 


(b)           The
Company shall not consent to or vote in favor of (and shall not permit any
Subsidiary to consent to or vote in favor of) the incurrence of any
Indebtedness by any Collateral LLC or any Venture LLC, in each case owned
directly or indirectly by any Guarantor.


 


Section 4.13.          Limitation on Liens.


 


(a)           The
Company shall not, nor shall it permit any Subsidiary to, create, incur, assume
or suffer to exist any Lien upon any (A) Collateral, or (B) assets of
a Collateral LLC, whether now owned or hereafter acquired, except for:


 


(i)            Permitted
Liens;


 


(ii)           Liens
on the Collateral securing Indebtedness under (A) each of the Secured
Credit Facilities in an aggregate principal amount at any time outstanding
under such Secured Credit Facility not to exceed the maximum aggregate amount
of any term loans outstanding under such Secured Credit Facility on the Issue
Date plus the amount available under the revolving and delayed draw portions,
if any, of such Secured Credit Facility as in effect on the Issue Date; provided,
however, that with respect to the First Lien Credit Facility only, such
amount shall be reduced by any repayments (which are accompanied by a
corresponding permanent commitment reduction) thereunder, and 


 


46

















 


(B) Notes in an aggregate principal amount not to
exceed $1.0 billion, in each case, subject to the terms of the Collateral Trust
and Intercreditor Agreement;


 


(iii)          Liens
on the Collateral, subject to the terms of the Collateral Trust and
Intercreditor Agreement, securing Indebtedness under any Second Lien Secured
Notes (other than up to a maximum aggregate principal amount of $1.0 billion of
Notes) or any Junior Lien Secured Notes, so long as the Company shall be in compliance,
on a pro  forma basis after giving effect to the granting of any
such Lien and any contemporaneous pledge of additional Collateral pursuant to
this Indenture and the Security Documents, with Section 4.11; and


 


(iv)          Liens
on the Collateral to secure Refinancing Indebtedness incurred to Refinance
Secured Notes.


 


(b)           The
Company shall not consent to or vote in favor of (and shall not permit any
Subsidiary to consent to or vote in favor of) the incurrence of any Liens on
any assets of any Collateral LLC or Venture LLC, in each case owned directly or
indirectly by any Guarantor.


 


(c)           The
Company shall not, nor shall it permit any Subsidiary to, create, incur, assume
or suffer to exist any Lien upon any of their property or assets that secures
Indebtedness under the Second Lien Credit Facilities unless the Notes are
secured by a Lien upon such property or assets having the same priority as the
Lien that secures the Indebtedness under the Second Lien Credit Facilities.


 


Section 4.14.          Suspension of Certain Covenants if
Certain Ratings are Assigned.  The
obligations under the covenants contained in Sections 4.07 and 4.09 hereof
shall not apply if, and only for so long as, (1) the Notes are rated BBB
or Baa2, or higher, by at least two of the three Rating Agencies, and (2) no
Default or Event of Default has occurred and is continuing.


 


Section 4.15.          Maintenance of Properties; Books
and Records; Compliance with Law.


 


(a)           The
Company shall, and shall cause each of its Subsidiaries to, at all times cause
all properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order (reasonable wear and tear
excepted) and supplied with all necessary equipment, and shall cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereto; provided that nothing in this Section 4.15 shall prevent
the Company or any of its Subsidiaries from discontinuing the operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is either (i) in the ordinary course of
business, (ii) in the reasonable and good faith judgment of the Board of Directors
or management of the Company or the Subsidiary concerned, as the case may be,
desirable in the conduct of the business of the Company or such Subsidiary, as
the case may be, or (iii) otherwise permitted by this Indenture.


 


(b)           The
Company shall, and shall cause each of its Subsidiaries to, keep proper and
true books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business of the Company
and each of its Subsidiaries, and reflect on its financial statements adequate
accruals and appropriations to reserves, all in accordance with GAAP
consistently applied to the Company and its Subsidiaries, taken as a whole.


 


(c)           The
Company shall, and shall cause each of its Subsidiaries to, comply in all material
respects with all statutes, laws, ordinances, or government rules and
regulations to which 


 


47

















 


it is subject, non-compliance with which would materially adversely
affect the business, earnings, properties, assets or condition (financial or
otherwise) of the Company and its Subsidiaries, taken as a whole.


 


Section 4.16.          Registration Rights.


 


(a)           The
Company agrees that the Holders (and any Person that has a beneficial interest
in a Transfer Restricted Security) from time to time of Transfer Restricted
Securities are entitled to the benefits of the Registration Rights
Agreement.  Pursuant to the Registration
Rights Agreement, the Company has agreed for the benefit of the Holders from
time to time of Transfer Restricted Securities, at the Company’s expense, to
file in certain circumstances an Exchange Offer Registration Statement with
respect to an Exchange Offer to exchange the Notes for Exchange Notes of the
Company, which Exchange Notes will have terms substantially identical in all
material respects to the Notes.  In
certain circumstances, the Company may be required by the terms of the
Registration Rights Agreement to file a Shelf Registration Statement covering
resales of the Notes.


 


(b)           Any
amounts of Additional Interest due pursuant to the Registration Rights
Agreement shall be payable in cash on the regular Interest Payment Dates.


 


Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of,
premium, if any, or interest on, or in respect of, any Note, such mention shall
be deemed to include mention of the payment of Additional Interest provided for
in this Section 4.16.


 


Section 4.17.          Additional Interest.  If Additional Interest is payable pursuant to
the Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating the amount of such Additional Interest that
is payable.


 


ARTICLE
V


 


SUCCESSORS


 


Section 5.01.          Merger, Consolidation, or Sale of
Assets.  The Company shall not, in a
single transaction or series of related transactions, consolidate or merge with
or into any Person, or sell, assign, transfer, lease, convey or otherwise
dispose of (or cause or permit any Subsidiary of the Company to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of
the Company’s assets (determined on a consolidated basis for the Company and
the Company’s Subsidiaries) whether as an entirety or substantially as an
entirety to any Person unless:


 


(1)           either:


 


(a)           the
Company shall be the surviving or continuing entity; or


 


(b)           (i)            the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or
the Person which acquires by sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties and assets of
the Company and of the Company’s Subsidiaries, as an entirety or substantially
as an entirety (the “Surviving Entity”):


 


48

















 


(A)          shall
be an entity organized and validly existing under the laws of the United States
or any State thereof or the District of Columbia; and


 


(B)           shall
expressly assume, by supplemental indenture (in form and substance satisfactory
to the Trustee), executed and delivered to the Trustee, the due and punctual
payment of the principal of, and premium, if any, and interest on all of the
Notes and the performance of every covenant and all of the other obligations
under the Notes and this Indenture on the part of the Company to be performed
or observed;


 


(ii)           each
Guarantor, by supplemental indenture (in form and substance satisfactory to the
Trustee), executed and delivered to the Trustee, confirms that its Guarantees
shall apply to the Surviving Entity’s obligations under the Notes and this
Indenture, as modified by such supplemental indenture, and confirms the due and
punctual performance of the Guarantees and the covenants and all of the other
obligations of the Guarantor under this Indenture;


 


(2)           immediately
before and immediately after giving effect to such transaction and the
assumption contemplated by clause (1)(b)(i)(B) above (including,
without limitation, giving effect to any Indebtedness incurred or anticipated
to be incurred and any Lien granted in connection with or in respect of the
transaction), no Default or Event of Default shall have occurred or be
continuing; and


 


(3)           the
Company or the Surviving Entity, as applicable, shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture complies with the applicable
provisions of this Indenture and that all conditions precedent in this
Indenture relating to such transaction have been satisfied.


 


For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Subsidiaries of
the Company, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.


 


Section 5.02.          Successor Corporation Substituted.  Upon any consolidation or merger, or any
sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.01
hereof, in which the Company is not the continuing corporation, the Surviving
Entity formed by such consolidation or into or with which the Company is merged
or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall
refer instead to the Surviving Entity and not to the Company), and may exercise
every right and power of, the Company under this Indenture and the Notes with
the same effect as if such Surviving Entity had been named as the Company
herein; provided, however, that, in the case of a transfer by
lease, the predecessor Company shall not be relieved from the obligation to pay
the principal of and interest on the Notes.


 


49

















 


ARTICLE
VI


 


DEFAULTS
AND REMEDIES


 


Section 6.01.          Events of Default.  The following are “Events of Default”
with respect to a series of Notes:


 


(1)           the
failure to pay interest on any Notes of such series when the same becomes due
and payable and the default continues for a period of 30 days;


 


(2)           the
failure to pay the principal and premium, if any, on any Notes of such series
when such principal and premium, if any, becomes due and payable, at Maturity,
upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered
pursuant to Change of Control Offer);


 


(3)           the failure to comply with Section 4.11
hereof, and such failure continues unremedied for a period of 10 days after
written notice thereof has been given to the Company by the Trustee, Collateral
Trustee or Holders of at least 25% of the outstanding principal amount of the
Notes of such series; provided, that if the Company mails a notice of
redemption of Notes in accordance with Section 3.03 hereof prior to the
expiration of such 10 day period, in an aggregate principal amount sufficient
to restore compliance with Section 4.11 hereof as certified in an Officers’
Certificate to the Trustee, no Event of Default shall be deemed to have
occurred;


 


(4)           a
default in the observance or performance of any other covenant or agreement
contained in this Indenture and such default continues for a period of
30 days after the Company receives written notice specifying the default
(and demanding that such default be remedied) from the Trustee or the Holders
of at least 25% of the outstanding principal amount of the Notes of such series
(except in the case of a default with respect to Section 5.01 or Section 9.04
hereof, which will constitute an Event of Default with such notice requirement
but without such passage of time requirement);


 


(5)           the
failure to pay at final maturity (giving effect to any applicable grace periods
and any extensions thereof) the principal amount of any Indebtedness (other
than Non-Recourse Indebtedness) of the Company or any Subsidiary of the
Company, or the acceleration of the final Stated Maturity of any such Indebtedness
(which acceleration is not rescinded, annulled or otherwise cured within
20 days of receipt by the Company or such Subsidiary of notice of any such
acceleration) if the aggregate principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at final maturity or which has been accelerated, aggregates
$50.0 million or more at any
time;


 


(6)           there
shall have been the entry by a court of competent jurisdiction of:


 


(a)             a
decree or order for relief in respect of the Company, any Significant
Subsidiary or any Guarantor in an involuntary case or proceeding under any
applicable Bankruptcy Law; or


 


(b)             a
decree or order adjudging the Company, any Significant Subsidiary or any Guarantor
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company, any Significant Subsidiary or any
Guarantor under any applicable federal or state law, or appointing a Custodian
of the Company, any Significant Subsidiary or any Guarantor or of any
substantial part of its 


 


50

















 


property, or ordering the winding up or liquidation of its affairs, and
any such decree or order for relief shall continue to be in effect, or any such
other decree or order shall be unstayed and in effect, for a period of 60 consecutive
days;


 


(7)           (a)           the Company, any Significant
Subsidiary or any Guarantor commences a voluntary case or proceeding under any
applicable Bankruptcy Law or any other case or proceeding to be adjudicated
bankrupt or insolvent;


 


(b)           the
Company, any Significant Subsidiary or any Guarantor consents to the entry of a
decree or order for relief in respect of the Company, such Significant Subsidiary
or such Guarantor in an involuntary case or proceeding under any applicable
Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or
proceeding against it;


 


(c)            the
Company, any Significant Subsidiary or any Guarantor files a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state law;


 


(d)           the
Company, any Significant Subsidiary or any Guarantor:


 


(i)           consents
to the filing of such petition or the appointment of, or taking possession by,
a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company, such Significant Subsidiary or such Guarantor or of
any substantial part of its property;


 


(ii)          makes
an assignment for the benefit of creditors; or


 


(iii)         admits
in writing its inability to pay its debts generally as they become due; or


 


(e)          the
Company, any Significant Subsidiary or any Guarantor takes any corporate action
in furtherance of any such actions in this clause (7).


 


(8)           any
Security Document is held to be unenforceable or invalid for any reason, the
security interest purported to be created by the Security Documents is held to
be unenforceable, invalid or impaired with respect to a material portion of the
Collateral, the Company or any Guarantor defaults in the performance of the
terms of any of the Security Documents in a manner that adversely affects the
enforceability or validity of the security interest on a material portion of
the Collateral or in a manner that adversely affects the condition or value of
a material portion of the Collateral, or the Company or any Guarantor
repudiates or disaffirms any of its obligations under any of the Security
Documents;


 


(9)           at any time (i) the Company shall fail to
directly own and control 100% of the outstanding equity interests in iStar Tara
Holdings LLC, (ii) iStar Tara Holdings LLC shall fail to directly own and
control 100% of the outstanding equity interests in iStar Tara LLC, or (iii) iStar
Tara LLC shall fail to directly or indirectly own and control 100% of the
outstanding equity interests in any Collateral SPV (other than iStar Tara
Holdings LLC) or any Collateral LLC; or


 


(10)         any Guarantee shall cease to be in full force and
effect (unless such Guarantee has been released in accordance with this Indenture).


 


51














 


Section 6.02.          Acceleration.  If an Event of Default (other than an Event
of Default specified in clauses (6) or (7) above with respect to
the Company or any Guarantor) shall occur with respect to a series of Notes and
be continuing, the Trustee or the Holders of at least 25% in principal amount
of outstanding Notes of such series may declare the principal of and premium,
if any, and accrued interest on all the Notes of such series to be due and
payable by notice in writing to the Company and the Trustee specifying the
respective Event of Default and that it is a “notice of acceleration” (the “Acceleration
Notice”), and the same shall become immediately due and payable.  If an Event of Default specified in
clauses (6) or (7) above with respect to the Company or any
Guarantor occurs with respect to a series of Notes and is continuing, then all
unpaid principal of, and premium, if any, and accrued and unpaid interest on
all of the outstanding Notes of such series shall ipso  facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


 


At any time after a declaration of acceleration with respect to a
series of Notes as described in the preceding paragraph, the Holders of a
majority in principal amount of Notes of such series may rescind and cancel
such declaration and its consequences:


 


(1)           if
the rescission would not conflict with any judgment or decree;


 


(2)           if
all existing Events of Default have been cured or waived except nonpayment of
principal, premium or interest that has become due solely because of the
acceleration;


 


(3)           to
the extent the payment of such interest is lawful, interest on overdue installments
of interest and overdue principal and premium, which has become due otherwise
than by such declaration of acceleration, has been paid;


 


(4)           if
the Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances; and


 


(5)           in
the event of the cure or waiver of an Event of Default of the type described in
clauses (6) or (7) of Section 6.01 hereof, the Trustee
shall have received an Officers’ Certificate and an Opinion of Counsel that
such Event of Default has been cured or waived.


 


No such rescission shall affect any subsequent Default or impair any
right consequent thereto.


 


Section 6.03.          Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any
Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


 


Section 6.04.          Waiver of Past Defaults.  Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes of a series by notice
in writing to the Trustee may on behalf of the Holders of all of the Notes of
such series waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
the principal of, premium, if any, or interest on, the Notes of such series (including in connection with a Change of
Control Offer) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes of a
series may rescind an acceleration and its consequences, 


 


52

















 


including any related payment default that resulted
from such acceleration).  Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 


Section 6.05.          Control by Majority.  Holders of a majority in principal amount of
the then outstanding Notes may, by written notice, direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in any personal liability.


 


Section 6.06.          Limitation on Suits.  A Holder of a Note may pursue a remedy with
respect to this Indenture or the Notes only if:


 


(a)           such
Holder gives to the Trustee written notice of a continuing Event of Default;


 


(b)           the
Holders of at least 25% in principal amount of the then outstanding Notes of
the applicable series make a written request to the Trustee to pursue the
remedy;


 


(c)           such
Holder or Holders offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;


 


(d)           the
Trustee does not comply with the request within 60 days after receipt of
the request and the offer and, if requested, the provision of indemnity; and


 


(e)           during
such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes of the applicable series do not give the Trustee a written
direction inconsistent with the request.


 


A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder (it being
understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders).


 


Section 6.07.          Rights of Holders of Notes To
Receive Payment.  Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment
of principal, premium, if any, and interest on the Notes so held, on or after
the respective due dates expressed in the Notes (including in connection with a Change of
Control Offer), or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


 


Section 6.08.          Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(1) or
(2) occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any amounts due the Trustee under Section 7.07 hereof.


 


Section 6.09.          Trustee May File Proofs of Claim.  The Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in
order to have the claims of 


 


53

















 


the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to
the Company (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent in writing to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section 6.10.          Priorities.  If the Trustee collects any money pursuant to
this Article or pursuant to the Security Documents, it shall pay out the
money in the following order:


 


First:  to the Trustee, its agents and attorneys for
amounts due under Section 7.07 hereof, and the Collateral Trustee, its agents and attorneys for amounts due
under the Security Documents, including, in each case, payment of all
compensation, expense and liabilities incurred, and all advances made, by the
Trustee and the Collateral Trustee and the costs and expenses of collection;


 


Second:  to Holders of Notes for amounts due and
unpaid on the Notes for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium, if any and interest, respectively;
and


 


Third:  to the Company or to such party as a court of
competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.


 


Section 6.11.          Undertaking for Costs.  In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. 
This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding Notes.


 


54

















 


ARTICLE
VII


 


TRUSTEE


 


Section 7.01.          Duties of Trustee.


 


(a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.


 


(b)           Except
during the continuance of an Event of Default:


 


(i)            the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(ii)           the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture
in the absence of bad faith on the Trustee’s part; provided, however,
that, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).


 


(c)           The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


 


(i)            this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(ii)           the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts;


 


(iii)          the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a written direction received by it
pursuant to Section 6.05; and


 


(iv)          the
Trustee shall not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties under this
Indenture or in the exercise of any of its rights or powers, if it has reasonable
grounds to believe repayment of the funds or adequate indemnity against the
risk or liability is not reasonably assured to it.


 


(d)           Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee is subject to the provisions of this Section 7.01
and to the provisions of the Trust Indenture Act.


 


55

















 


(e)           The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense.


 


(f)            The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money and Government Securities held in trust
by the Trustee need not be segregated from other funds except to the extent required
by law.


 


(g)           The
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of
not less than a majority in principal amount of the Notes at the time
outstanding given pursuant to Section 6.05 of this Indenture, relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Indenture.


 


Section 7.02.          Rights of Trustee.


 


(a)           The
Trustee may rely conclusively on any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.


 


(b)           Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel that conforms to Section 13.04.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.


 


(c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.


 


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers, except
conduct that constitutes willful misconduct or negligence.


 


(e)           The
Trustee may consult with counsel of its selection, and the Trustee will not be
liable for any action it takes or omits in reliance on, and in accordance with
advice of counsel, except conduct that constitutes willful misconduct or
negligence.


 


(f)            The
Trustee will not be required to investigate any facts or matters stated in any
document, but if it decides to investigate any matters or facts, the Trustee or
its agents or attorneys will be entitled to examine the books, records and
premises of the Company.


 


(g)           In
no event shall the Trustee be responsible or liable for special, indirect,
punitive or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.


 


(h)           The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default or Event of
Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the applicable series of Notes and this
Indenture.


 


56

















 


(i)            The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder.


 


(j)            The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.


 


(k)           The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.


 


Section 7.03.          Individual Rights of Trustee.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if
it were not Trustee.  Any Paying Agent,
Registrar, co-registrar or co-paying agent may do the same with like
rights.  However, the Trustee must comply
with Sections 7.10 and 7.11 hereof.


 


Section 7.04.          Trustee’s Disclaimer.  The Trustee (i) is not responsible for
and makes no representation as to the validity or adequacy of this Indenture, (ii) shall
not be accountable for the Company’s use of the proceeds from the Notes and (iii) shall
not be responsible for any statement of the Company in this Indenture, other
than the Trustee’s certificate of authentication, or in any prospectus used in
the sale of any of the Notes, other than statements, if any, provided in
writing by the Trustee for use in such prospectus.


 


Section 7.05.          Notice of Defaults.  The Trustee will give to the Holders notice
of any Default with regard to the Notes actually known to a Responsible Officer
within 90 days after receipt of such knowledge and in the manner and to
the extent provided in Trust Indenture Act § 313(c), and otherwise as provided
in Section 13.02 of this Indenture; provided, however, that
except in the case of a Default in payment of the principal of, premium, if
any, or interest on any Note, the Trustee will be protected in withholding
notice of Default if and so long as a committee of its Responsible Officers in
good faith determines that withholding of the notice is in the interests of the
Holders of the Notes.


 


Section 7.06.          Reports by Trustee.  Within 60 days after each May 15
beginning with the May 15 following the Issue Date, the Trustee will mail
to each Holder, at the name and address which appears on the registration books
of the Company, and to each Holder who has, within the two years preceding the
mailing, filed that person’s name and address with the Trustee for that purpose
and each Holder whose name and address have been furnished to the Trustee
pursuant to Section 2.05, a brief report dated as of that May 15
which complies with Trust Indenture Act § 313(a), if such report is required
under Trust Indenture Act § 313(a). 
Reports to Holders pursuant to this Section 7.06 shall be
transmitted in the manner and to the extent provided in Trust Indenture Act
§ 313(c).  The Trustee also will
comply with Trust Indenture Act § 313(b).


 


A copy of each report will at the time of its mailing to Holders be
filed with each stock exchange on which the Notes are listed and also with the
Commission.  The Company will promptly notify
the Trustee in writing when the Notes are listed on any stock exchange and of
any delisting of the Notes.


 


Section 7.07.          Compensation and Indemnity.  The Company shall pay to the Trustee from
time to time such compensation as shall be agreed in writing between the
Company and the Trustee for its services. 
The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket 


 


57

















 


expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts.


 


The Company and the Guarantors shall indemnify the Trustee against any
and all loss, liability, damage, claim or expense (including reasonable
attorney’s fees and expenses) incurred by it in connection with the
administration of the trust created by this Indenture and the performance of
its duties under this Indenture.  The Trustee
shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so
notify the Company shall not relieve the Company or any of the Guarantors of
their obligations hereunder.  The Company
or such Guarantor shall defend the claim and the Trustee may have separate
counsel and the Company or such Guarantor shall pay the fees and expenses of
such counsel.  Neither the Company nor
any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably
withheld.  Without limiting the
generality of the foregoing, it shall not be deemed unreasonable for the
Company or any Guarantor to withhold consent to a settlement involving
injunctive or other equitable relief against the Company or such Guarantor or
their respective assets, employees or business or involving the imposition of
any material obligations on the Company or such Guarantor other than financial
obligations for which the Trustee will be indemnified hereunder.  Neither the Company nor any Guarantor need
reimburse any expense or indemnify against any loss, expense or liability
incurred by the Trustee to the extent it is due to the Trustee’s own willful
misconduct or negligence.


 


To secure the Company’s and the Guarantors’ obligations to make
payments to the Trustee under this Section 7.07, the Trustee shall have a
Lien prior to the Notes on all money or property held or collected by the
Trustee, other than money or property held in trust to pay principal, premium
or interest on particular Notes.  Those
obligations of the Company and the Guarantors under this Section 7.07
shall survive the satisfaction and discharge of this Indenture.


 


When the Trustee incurs expenses or renders services after an Event of
Default specified in Sections 6.01(6) or (7) hereof occurs, the
expenses and the compensation for the services of the Trustee are intended to
constitute expenses of administration under any Bankruptcy Law.


 


For purposes of this Section 7.07, “Trustee” will include any
predecessor Trustee, but the willful misconduct, negligence or bad faith of any
Trustee shall not affect the rights of any other Trustee under this Section 7.07.


 


Section 7.08.          Replacement of Trustee.  The Trustee may resign at any time by giving
30 days prior written notice of such resignation to the Company.  The Holders of a majority in aggregate principal
amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company and may appoint a successor Trustee.  The Company may remove the Trustee if:


 


(a)           the
Trustee fails to comply with Section 7.10;


 


(b)           the
Trustee is adjudged bankrupt or insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;


 


(c)           a
Custodian or public officer takes charge of the Trustee or its property; or


 


(d)           the
Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.  Within one year after
the successor Trustee 


 


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takes office, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.


 


No removal or appointment of a Trustee will be valid if that removal or
appointment would conflict with any law applicable to the Company.


 


A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that, the retiring Trustee
will, subject to the Lien provided for in Section 7.07, transfer all
property held by it as Trustee to the successor Trustee, the resignation or
removal of the retiring Trustee will become effective, and the successor Trustee
will have all the rights, powers and duties of the Trustee under this
Indenture.  A successor Trustee will mail
notice of its succession to each Holder.


 


If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company
or the Holders of a majority in aggregate principal amount of the then
outstanding Notes may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


 


Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company’s obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.


 


Section 7.09.          Successor Trustee by Merger, etc.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
assets to, another Person, the resulting, surviving or transferee Person will,
without any further act, be the successor Trustee.


 


If at the time a successor by merger, conversion or consolidation to
the Trustee succeeds to the trusts created by this Indenture any of the Notes
have been authenticated but not delivered, the successor to the Trustee may
adopt the certificate of authentication of the predecessor Trustee, and deliver
the Notes which were authenticated by the predecessor Trustee; and if at that
time any of the Notes have not been authenticated, the successor to the Trustee
may authenticate those Notes in its own name as the successor to the Trustee;
and in either case the certificates of authentication will have the full force
provided in this Indenture for certificates of authentication.


 


Section 7.10.          Eligibility; Disqualification.  The Trustee will at all times satisfy the requirements
of Trust Indenture Act § 310(a).  The
Trustee will at all times have (or shall be a member of a bank holding company
system whose parent corporation has) a combined capital and surplus of at least
$50,000,000 as set forth in its most recently published annual report of
condition, which will be deemed for this paragraph to be its combined capital
and surplus.  The Trustee will comply
with Trust Indenture Act § 310(b).


 


Section 7.11.          Preferential Collection of Claims.  The Trustee shall comply with Trust Indenture
Act § 311(a), excluding any creditor relationship listed in Trust
Indenture Act § 311(b).  A Trustee who
has resigned or been removed shall be subject to Trust Indenture Act § 311(a) to
the extent indicated therein.


 


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ARTICLE
VIII


 


COLLATERAL


 


Section 8.01.          Security Documents.  The payment of the principal of
and premium, if any, and interest on the Notes of each series when due, whether
on an interest payment date, at Maturity, by acceleration, repurchase,
redemption or otherwise and whether by the Company pursuant to the Notes or by
any Guarantor pursuant to its Guarantee and the payment and performance of all
other obligations of the Company and the Guarantors under this Indenture, the
Notes, the Guarantees and the Security Documents are secured as provided in the
Security Documents which the Company, the Guarantors and certain other Subsidiaries
of the Company have entered into prior to or simultaneously with the execution
of this Indenture and will be secured by Security Documents hereafter delivered
as required or permitted by this Indenture.  In the event of a conflict
between the terms of this Indenture and the Collateral Trust and Intercreditor
Agreement, the Collateral Trust and Intercreditor Agreement shall control.  The Company shall, and shall cause
each Guarantor and each Grantor to, and each Guarantor shall, do all filings
(including filings of continuation statements and amendments to Uniform
Commercial Code financing statements that may be necessary to continue the
effectiveness of such Uniform Commercial Code financing statements) and all
other actions as are necessary or required by the Security Documents to
maintain (at the sole cost and expense of the Company, the Guarantors and the
Grantors) the security interest created by the Security Documents in the
Collateral as a perfected security interest, subject only to Permitted Liens.


 


Section 8.02.          Agents.  Subject to Section 7.01
hereof and Section 6.2 of the Security Agreement, neither the Trustee nor
any of its officers, directors, employees, attorneys or agents will be
responsible or liable for the existence, genuineness, value or protection of
any Collateral, for the legality, enforceability, effectiveness or sufficiency
of the Security Documents, for the creation, perfection, priority, sufficiency
or protection of any Lien securing the Notes or the Guarantees, or for any defect
or deficiency as to any such matters, or for any failure to demand, collect,
foreclose or realize upon or otherwise enforce any such Liens or Security
Documents or any delay in doing so.


 


Section 8.03.          Authorization of Actions to Be
Taken.


 


(a)           Each
Holder of Notes of each such series, by its acceptance thereof, consents and
agrees to be bound by the terms of each Security Document as originally in
effect and as amended, supplemented or replaced from time to time in accordance
with its terms or the terms of this Indenture, authorizes and directs the
Trustee and the Collateral Trustee to enter into the Security Documents to
which it is a party and authorizes and empowers the Trustee and the Collateral
Trustee to bind the Holders of Notes of each such series as set forth in the
Security Documents to which either of them is a party and to perform their
obligations and exercise their rights and powers thereunder and to make the
representations set forth therein on behalf of the Holders.


 


(b)           The
Collateral Trustee and the Trustee are authorized and empowered to receive for
the benefit of the Holders of Notes of each series any funds collected or
distributed under the Security Documents to which the Collateral Trustee or the
Trustee is a party and, subject to the terms of the Security Documents, to make
further distributions of such funds to the Holders of Notes of each series
according to the provisions of this Indenture.


 


(c)           Subject
to the provisions of Sections 7.01 and Section 7.02 hereof and the
provisions of the Collateral Trust and Intercreditor Agreement, the Trustee
may, in its sole 


 


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discretion and without the consent of the Holders (but is not obligated
to), direct, on behalf of the Holders, the Collateral Trustee to take all
actions it deems necessary or appropriate in order to:


 


(i)            foreclose
upon or otherwise enforce any or all of the Liens;


 


(ii)           enforce
any of the terms of the Security Documents to which the Collateral Trustee or
the Trustee is a party; or


 


(iii)          collect
and receive payment of any and all amounts under the Notes and the Guarantees.


 


Subject to Sections 7.01 and 7.02 hereof and the provisions of the
Collateral Trust and Intercreditor Agreement and at the Company’s sole cost and
expense, the Trustee is authorized and empowered (but not obligated) to
institute and maintain, or direct the Collateral Trustee to institute and
maintain, such suits and proceedings as it may deem reasonably expedient to
protect or enforce the Liens under the Security Documents or the Security
Documents to which the Collateral Trustee or the Trustee is a party or to
prevent any impairment of Collateral by any acts that may be unlawful or in
violation of the Security Documents to which the Collateral Trustee or the
Trustee is a party or this Indenture, and such suits and proceedings as the
Trustee or the Collateral Trustee may deem reasonably expedient, at the Company’s
sole cost and expense, to preserve or protect its interests and the interests
of the Holders of Notes of such series in the Collateral, including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the
security interest hereunder or be prejudicial to the interests of Holders, the
Trustee or the Collateral Trustee.


 


Section 8.04.          Release of Collateral.


 


(a)           Subject
to any applicable requirements of Section 8.04(c), Collateral may be
released from the Lien and security interest created by the Security Documents
at any time or from time to time in accordance with the provisions of the
Collateral Trust and Intercreditor Agreement. 
In addition, the Lien on any Collateral securing the Notes of any series
shall be released under any one or more of the following circumstances:


 


(i)            in
part, as to any property or asset, upon the withdrawal, sale, transfer or other
disposition of such property or asset by the Company or any Collateral SPV or
Collateral LLC in a transaction made in accordance with the applicable
provisions of the Secured Credit Facilities, this Indenture, the Security
Agreement and the Collateral Trust and Intercreditor Agreement at the time of
such withdrawal, sale, transfer or disposition; or


 


(ii)           in
whole or in part, in connection with any release of Liens pursuant to any
amendment complying with Article XI hereof.


 


The Company may, but shall not be obligated to, request that the
Trustee take action to evidence the release of the Liens
on any Collateral hereunder and, upon the request of the Company pursuant
to an Officers’ Certificate certifying that all conditions precedent hereunder
have been met, the Trustee shall take such actions as may be requested by the
Company to evidence such release at the Company’s sole cost and expense.


 


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(b)           The
Liens on any Collateral securing the Notes and the Guarantees and the other
obligations under this Indenture will terminate and be released automatically
upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of
this Indenture as provided below in Articles X or XII.


 


(c)           The
Company shall be entitled to withdraw Collateral in connection with Collateral
Payments and Third Party Sales; provided  that
any Collateral Proceeds therefrom are applied in accordance with the provisions
of this Indenture.  After the repayment
in full of all loans and other obligations under the Secured Credit Facilities
and the termination of the commitments thereunder, withdrawals of Collateral
other than in connection with Collateral Payments and Third Party Sales may
only be made by the Company (i) so long as the Company certifies in an
Officers’ Certificate delivered to the Trustee that, both immediately before
and on a pro  forma basis after giving effect to such withdrawal,
no Event of Default shall have occurred and be continuing and (ii) while
assets remain on the Pledged Collateral List, in inverse order of the ranking
of such Collateral on the Pledged Collateral List.  Any asset so withdrawn from the Pledged
Collateral List that constitutes Legacy Pledged Collateral shall be
automatically included in the Listed Eligible Assets as the highest ranked
asset (and the Listed Eligible Assets list shall be adjusted accordingly).  If, after the repayment in full of all loans
and other obligations under the Secured Credit Facilities and the termination
of the commitments thereunder, the Company or any Grantor pledges any
additional Collateral in order to comply with Section 4.11 or otherwise,
such additional collateral shall be comprised of Qualified Substitute
Collateral.


 


Section 8.05.          Certain Trust Indenture Act
Requirements.


 


(a)           The
Company will comply with the provisions of Trust Indenture Act
Sections 314(b) and 314(d) (including, without limitation, the
provision of an initial and annual Opinion of Counsel under Section 314(b)),
in each case following the qualification of this Indenture pursuant to the
Trust Indenture Act, except to the extent not required as set forth in any
Commission regulation or interpretation (including any no-action letter issued
by the Staff of the Commission, whether issued to the Company or any other
Person).  Following such qualification,
to the extent the Company is required to furnish to the Trustee an Opinion of
Counsel pursuant to Trust Indenture Act Section 314(b)(2), the Company
will furnish such opinion not more than 60 but not less than 30 days prior to
each September 30.


 


(b)           Following
the qualification of this Indenture pursuant to the Trust Indenture Act, if any
Collateral is released in accordance with this Indenture or any Security
Document, the Trustee will determine whether it has received all documentation
required by Trust Indenture Act Section 314(d) in connection with
such release and, based on such determination and the Opinion of Counsel
delivered pursuant to Section 13.04(b), will, upon request, deliver a
certificate to the Collateral Trustee and the Company setting forth such
determination.


 


Section 8.06.          Powers Exercisable by Receiver or Trustee.  In case the Collateral
shall be in the possession of a receiver or trustee, lawfully appointed, the
powers conferred in this Article VIII upon the Company or a Guarantor with
respect to the release, sale or other disposition of such property may be
exercised by such receiver or trustee, and an instrument signed by such
receiver or trustee shall be deemed the equivalent of any similar instrument of
the Company or a Guarantor or of any Officer or Officers thereof required by
the provisions of this Article VIII; and if the Trustee shall be in the
possession of the Collateral under any provision of this Indenture, then such
powers may be exercised by the Trustee.


 


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Section 8.07.          Release upon Termination of the Company’s Obligations.  In
the event that the Company delivers to the Trustee, in a form acceptable to it,
an Officers’ Certificate and Opinion of Counsel certifying that its obligations under this Indenture have
been defeased or satisfied and discharged by complying with the provisions of Articles
X or XII, the Trustee shall deliver to the Company and the Collateral Trustee a
notice stating that the Trustee, on behalf of the Holders, disclaims and gives
up any and all rights it has in or to the Collateral, and any rights it has
under the Security Documents, and upon receipt by the Collateral Trustee of
such notice, the Collateral Trustee shall be deemed not to hold a Lien in the
Collateral on behalf of the Trustee and shall do or cause to be done, at the
Company’s sole cost and expense, all acts reasonably necessary to release such
Lien as soon as is reasonably practicable.


 


ARTICLE
IX


 


GUARANTEES


 


Section 9.01.          Guarantee.


 


(a)           Subject
to this Article IX, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that:


 


(i)            the
principal of, premium and Additional Interest, if any, and interest on, the
Notes will be promptly paid in full when due, whether at Maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and


 


(ii)           in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise.


 


Failing payment
when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay
the same immediately.  Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)           The
Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. 
Each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Guarantee will not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.


 


(c)           If
any Holder or the Trustee is required by any court or otherwise to return to
the Company, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in 


 


63

















 


relation to either the Company or the Guarantors, any amount paid by
the Company or any Guarantor either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.


 


(d)           Each
Guarantor agrees that it will not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as
between the Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (1) the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article VI hereof for the purposes of this
Guarantee notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) in
the event of any declaration of acceleration of such obligations as provided in
Article VI hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of this
Guarantee.  The Guarantors will have the
right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Guarantee.


 


Section 9.02.          Limitation on Guarantor Liability.  Each Guarantor, and by its acceptance of
Notes, each Holder, hereby confirms that it is the intention of all such
parties that the Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of any Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Guarantee.  To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor will be limited to the maximum amount that will,
after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article IX, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.


 


Section 9.03.          Execution and Delivery of Guarantee.  To evidence its Guarantee set forth in Section 9.01
hereof, each Guarantor hereby agrees that a notation of such Guarantee
substantially in the form attached as Exhibit D hereto will be endorsed by
an Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers.


 


Each Guarantor hereby agrees that its Guarantee set forth in Section 9.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.


 


If an Officer whose signature is on this Indenture or on the Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Guarantee is endorsed, the Guarantee will be valid nevertheless.


 


The delivery of any Note by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantors.


 


Section 9.04.          Guarantors May Consolidate, etc., on Certain Terms.  For the benefit of the Notes, no Guarantor
shall, and the Company shall not permit any Guarantor to, in a single
transaction or series of related transactions, consolidate or merge with or
into any Person, or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of its assets (determined on a consolidated basis
for such Guarantor and such Guarantor’s Subsidiaries), whether as an entirety
or substantially as an entirety, to any Person unless:


 


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(a)                                  such Guarantor is the surviving or
continuing entity or the Person (if other than such Guarantor) formed by or
surviving any such consolidation or merger or to which such sale, assignment,
transfer, lease, conveyance or other disposition will have been made is a
Person organized and validly existing under the laws of the jurisdiction of
organization of such Guarantor, as the case may be, or the laws of the United
States or any State thereof or the District of Columbia (such Guarantor or such
Person, as the case may be, being herein called the “Successor Person”);


 


(b)                                 the Successor Person, if other than such
Guarantor, expressly assumes, by supplemental indenture (in form and substance
satisfactory to the Trustee), executed and delivered to the Trustee, all the
obligations of such Guarantor under this Indenture and such Guarantor’s related
Guarantee;


 


(c)                                  immediately after giving effect to such
transaction and the assumption contemplated by clause (b) above
(including, without limitation, giving effect to any Indebtedness incurred or
anticipated to be incurred and any Lien granted in connection with or in
respect of the transaction), no Default or Event of Default shall have occurred
or be continuing; and


 


(d)                                 the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture complies with the applicable
provisions of this Indenture and that all conditions precedent in this
Indenture relating to such transfer have been satisfied.


 


Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of such Guarantor in accordance with this Section 10.04,
in which such Guarantor is not the continuing entity, the Successor Person
formed by such consolidation or into or with which such Guarantor is merged or
to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor.  Such Successor Person thereupon may cause to
be signed any or all of the Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee.  All the
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Guarantees
had been issued at the date of the execution hereof.


 


Except as set forth in Articles IV and V hereof, and
notwithstanding clauses (a), (b), (c) and (d) above, nothing
contained in this Indenture or in any of the Notes will prevent any Guarantor
from (i) merging into or transferring all or part of its properties and
assets to another Guarantor or the Company, (ii) merging with an Affiliate
of the Company solely for the purpose of reorganizing the Guarantor in the
United States, any State thereof or the District of Columbia or (iii) converting
into a corporation, partnership, limited partnership, limited liability
corporation or trust organized or existing under the laws of the jurisdiction
of organization of such Guarantor.


 


Section 9.05.                             Releases. 
The Guarantee of a Guarantor will be released (so long as no Event of
Default has occurred and is continuing) with respect to any series of Notes:


 


(a)                                   (i) upon any sale, exchange or
transfer of all of the Capital Stock of the Guarantor to any Person (other than
the Company or a Subsidiary of the Company), or sale of all or substantially
all the assets of such Guarantor, provided  such sale, exchange or transfer is made 


 


65

















 


in compliance with the applicable provisions of this Indenture, the
Security Agreement and the Collateral Trust and Intercreditor Agreement;


 


(ii)                                  upon the termination of the Guarantor’s
status as a guarantor under the Secured Credit Facilities and as a Collateral
SPV or Collateral LLC;


 


(iii)                               upon the payment in full of the Notes of such series; or


 


(iv)                              upon Legal Defeasance or Covenant
Defeasance or satisfaction and discharge of this Indenture as provided below in
Articles X or XII; and


 


(b)                                 such Guarantor delivering to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this Indenture, the Security Agreement and
the Collateral Trust and Intercreditor Agreement relating to such transaction
have been complied with.


 


ARTICLE X



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 10.01.                       Option To Effect Legal Defeasance or
Covenant Defeasance.  The Company may, at the option of its Board
of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate,
at any time, elect to have either Section 10.02 or 10.03 hereof be applied
to all outstanding Notes of a series upon compliance with the conditions set
forth below in this Article X.


 


Section 10.02.                       Legal Defeasance and Discharge. 
Upon the Company’s exercise under Section 10.01 hereof of the
option applicable to this Section 10.02, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 10.04
hereof, be deemed to have been discharged from their obligations with respect
to all outstanding Notes of a series and Guarantees relating to such
series and with respect to the Security Documents as they relate to such series on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes of such series, which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 10.05 hereof
and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under such Notes and this
Indenture including that of the Guarantors (and the Trustee, on written demand
of and at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder: 
(a) the rights of Holders of outstanding Notes to receive solely
from the trust fund described in Section 10.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (b) the
Company’s obligations with respect to such Notes under Article II and Section 4.02
hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company’s and the Guarantors’ obligations in
connection therewith and (d) this Article X.  Subject to compliance with this Article X,
the Company may exercise its option under this Section 10.02
notwithstanding the prior exercise of its option under Section 10.03
hereof.


 


Section 10.03.                       Covenant Defeasance. 
Upon the Company’s exercise under Section 10.01 hereof of the
option applicable to this Section 10.03, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 10.04
hereof, be released from their obligations under the covenants contained in
Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14
and 4.15 hereof and clause (2) of Section 5.01 hereof with
respect to the outstanding Notes of a series on and after 


 


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the date the conditions set forth in Section 10.04
are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of
such series shall thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes of such series,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.  In
addition, upon the Company’s exercise under Section 10.01 hereof of the
option applicable to this Section 10.03 hereof, subject to the satisfaction
of the conditions set forth in Section 10.04 hereof,
Sections 6.01(3), (4), (5), (8), (9) and (10) hereof shall not
constitute Events of Default.


 


Section 10.04.                       Conditions to Legal or Covenant
Defeasance.  The following shall be the conditions to the
application of either Section 10.02 or 10.03 hereof to the outstanding
Notes of a series:


 


In order to exercise either Legal Defeasance or
Covenant Defeasance:


 


(a)                                  the Company must irrevocably deposit with
the Trustee, in trust, for the benefit of the Holders, cash in Dollars,
non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient, in the written opinion of a nationally recognized
independent registered public accounting firm addressed to the Trustee, to pay
the principal of, premium, if any, and interest on the outstanding Notes of the
applicable series on the stated date for payment thereof or on the applicable
Redemption Date, as the case may be, and any other amounts owing under this
Indenture, if in the case of an optional redemption date prior to electing to
exercise either Legal Defeasance or Covenant Defeasance, the Company has
delivered to the Trustee an irrevocable notice to redeem all of the outstanding
Notes of such series on such Redemption Date;


 


(b)                                 in the case of an election under Section 10.02
hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States reasonably acceptable to the Trustee confirming that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (ii) since the date of this Indenture, there has been
a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the outstanding Notes of such series will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such Legal Defeasance and
will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


 


(c)                                  in the case of an election under Section 10.03
hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes of such series will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;


 


67

















 


(d)                                 no Default or Event of Default shall have
occurred and be continuing on the date of such deposit or insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any time in the
period ending on the 91st day after the date of deposit;


 


(e)                                  such Legal Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a Default
under this Indenture or any other material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;


 


(f)                                    the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders over any other creditors of
the Company or with the intent of defeating, hindering, delaying or defrauding
any other creditors of the Company or others;


 


(g)                                 the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for or relating to the Legal Defeasance or
the Covenant Defeasance, as the case may be, have been complied with; and


 


(h)                                 the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that, assuming no intervening
bankruptcy of the Company between the date of deposit and the 91st day
following the date of deposit and that no Holder is an insider of the Company,
after the 91st day following the date of deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.


 


Notwithstanding the foregoing, the Opinion of Counsel
required by clause (b) above with respect to Legal Defeasance need
not be delivered if all Notes of the applicable series not theretofore
delivered to the Trustee for cancellation (1) have become due and payable
or (2) will become due and payable on Maturity within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.


 


Section 10.05.                       Deposited Money and Government Securities
To Be Held in Trust; Other Miscellaneous Provisions. 
Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 10.04 hereof in respect of the outstanding
Notes of the applicable series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
or a Guarantor acting as Paying Agent) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 10.04
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes of such series.


 


Anything in this Article X to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the written request of the Company any money or non-callable
Government Securities held by it as provided in Section 10.04 hereof
which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 10.04(a) hereof), are in
excess of the 


 


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amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 10.06.                       Repayment to Company. 
Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its written request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.


 


Section 10.07.                       Reinstatement. 
If the Trustee or Paying Agent is unable to apply any Dollars or
non-callable Government Securities in accordance with Section 10.02 or
10.03 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and the
Notes of the applicable series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 10.02 or 10.03 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 10.02 or 10.03 hereof, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium, if any, or
interest on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.


 


ARTICLE XI



AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 11.01.                       Without Consent of Holders of Notes. 
Notwithstanding Section 11.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
the Guarantees without the consent of any Holder of a Note:


 


(a)                                  to cure any ambiguity, omission, defect
or inconsistency;


 


(b)                                 to provide for the assumption by a
Surviving Entity of the obligations of the Company or the assumption by a
Successor Person of the obligations of any Guarantor under this Indenture;


 


(c)                                  to provide for uncertificated Notes in
addition to or in place of certificated Notes; provided, however,
that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of
the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code;


 


(d)                                 to add Guarantees with respect to the
Notes;


 


(e)                                  to add to the covenants of the Company,
the Guarantors or any of their Subsidiaries for the benefit of the Holders or
to surrender any right or power conferred upon the Company, the Guarantors or
any of their Subsidiaries;


 


(f)                                    to provide for a successor Trustee in
accordance with the terms of this Indenture or to otherwise comply with any
requirement of this Indenture;


 


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(g)                                 to make any change that does not
materially adversely affect the rights of any Holder;


 


(h)                                 to comply with any requirement of the
Commission in connection with qualifying or maintaining the qualification of
this Indenture under the Trust Indenture Act;


 


(i)                                     to release a Guarantor from its
obligations under its Guarantee or this Indenture, in each case in accordance
with the applicable provisions of this Indenture; or


 


(j)                                     to conform the text of this Indenture,
the Notes or the Guarantees to any provision of the “Description of the New
Notes” section in the Offering Memorandum to the extent that such provision in
the “Description of the New Notes” was intended to be a verbatim recitation of
a provision of this Indenture, the Notes or the Guarantees.


 


Upon the written request of the Company accompanied
by, to the extent necessary, a Board Resolution authorizing the execution of
any such amended or supplemental Indenture, and upon receipt by the Trustee of
the documents described in Section 11.06 hereof, the Trustee shall join
with the Company and the Guarantors in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.


 


Section 11.02.                       With Consent of Holders of Notes. 
Except as provided below in this Section 11.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes
and the Guarantees with the written consent of the Holders of at least a
majority in principal amount of the Notes of all series then outstanding which
are affected by such amendment or supplement voting as a single class
(including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture,
the Notes or the Guarantees may be waived with the written consent of the
Holders of a majority in principal amount of the Notes of all series then
outstanding which are affected by such waiver voting as a single class.


 


Upon the written request of the Company accompanied by
a Board Resolution authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of at least a
majority in principal amount of the Notes as aforesaid, and upon receipt by the
Trustee of the documents described in Section 11.06 hereof, the Trustee shall
join with the Company and the Guarantors in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.


 


It shall not be necessary for the consent of the
Holders of Notes under this Section 11.02 to approve the particular form
of any proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.


 


After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such amended or supplemental Indenture or waiver.  Subject to 


 


70

















 


Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes of all series then
outstanding which are affected by such waiver voting as a single class may
waive in writing compliance in a particular instance by the Company or any
Guarantor with any provision of this Indenture, the Notes or the
Guarantees.  However, without the written
consent of each Holder affected, an amendment, supplement or waiver may not
(with respect to any Notes held by a non-consenting Holder):


 


(a)                                  reduce the amount of Notes whose Holders
must consent to a modification, amendment or waiver under this Indenture or
make any other change in this clause (a) or clauses (b) through (h) below;


 


(b)                                 reduce the rate of or change or have the
effect of changing the time for payment of interest, including defaulted
interest, on any Notes;


 


(c)                                  reduce the principal of or change or have
the effect of changing the Maturity of any Notes, or change the date on which
any Notes may be subject to redemption or reduce the Redemption Price therefor;


 


(d)                                 make any Notes payable in money other
than that stated in the Notes;


 


(e)                                  make any change in provisions of this
Indenture protecting the right of each Holder to receive payment of principal
of, premium, if any, and interest on such Note on or after the due date thereof
or to bring suit to enforce such payment, or permitting Holders of a majority
in principal amount of Notes to waive Defaults or Events of Default;


 


(f)                                    after the Company’s obligation to
purchase Notes arises thereunder, amend, change or modify in any material
respect the obligation of the Company to make and consummate of Change of
Control Offer in the event of a Change of Control Triggering Event or, after such
Change of Control Triggering Event has recurred, modify any of the provisions
or definitions with respect thereto;


 


(g)                                 modify or change any provision of this
Indenture or the related definitions affecting the seniority or ranking of the
Notes in a manner which adversely affects the Holders; or


 


(h)                                 release all or substantially all of the
Collateral from the Lien of the Security Documents (other than in accordance
with Article VIII and the Security Documents) or release all or
substantially all of the value of the Guarantees (other than in accordance with
Section 9.05 hereof).


 


Section 11.03.                       Compliance with Trust Indenture Act. 
Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the Trust
Indenture Act as then in effect.


 


Section 11.04.                       Revocation and Effect of Consents. 
Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any
Note.  However, any such Holder or
subsequent Holder may revoke the consent as to its Note if the Trustee receives
written notice of revocation before the date the waiver, supplement or
amendment becomes effective.  An
amendment, supplement or waiver becomes effective in accordance with its terms
and thereafter binds every Holder.


 


71

















 


The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement, or waiver.  If
a record date is fixed, then, notwithstanding the preceding paragraph, those
Persons who were Holders at such record date (or their duly designated
proxies), and only such Persons, shall be entitled to consent to such
amendment, supplement, or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective
for more than 120 days after such record date unless the consent of the
requisite number of Holders has been obtained.


 


Section 11.05.                       Notation on or Exchange of Notes. 
The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may
issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation or issue a
new Note shall not affect the validity and effect of such amendment, supplement
or waiver.


 


Section 11.06.                       Trustee To Sign Amendments, etc. 
The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article XI if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee.  The Company may not sign an
amendment or supplemental indenture until the Board of Directors approves
it.  In executing any amended or
supplemental indenture, the Trustee shall receive and (subject to Section 7.01
hereof) shall be fully protected in relying conclusively upon, in addition to
the documents required by Section 13.04 hereof, an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or
supplemental Indenture is authorized or permitted by this Indenture.


 


Section 11.07.                       Additional Voting Terms. 
All Notes issued under this Indenture shall vote and consent together on
all matters (as to which any of such Notes may vote) as one class and no series
of Notes will have the right to vote or consent as a separate class on any
matter.


 


ARTICLE XII



SATISFACTION AND DISCHARGE


 


Section 12.01.                       Satisfaction and Discharge. 
This Indenture will be discharged and will cease to be of further effect
(except as to surviving rights or registration of transfer or exchange of the
Notes, as expressly provided for in this Indenture) as to all outstanding Notes
of a series, when:


 


(a)                                  either:


 


(i)                                     all the Notes of such series theretofore
authenticated and delivered (except lost, stolen or destroyed Notes that have
been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust) have been
delivered to the Trustee for cancellation; or


 


(ii)                                  all Notes of such series not theretofore
delivered to the Trustee for cancellation have become due and payable and the
Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on such Notes to
the date of deposit together with irrevocable instructions from the 


 


72

















 


Company directing the Trustee to apply such funds to the payment
thereof at Maturity or redemption, as the case may be;


 


(b)                                 the Company or any Guarantor has paid all
other sums payable under this Indenture by the Company and/or the Guarantors; and


 


(c)                                  the Company has delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel stating that all conditions
precedent under this Indenture relating to the satisfaction and discharge of
this Indenture have been complied with.


 


Section 12.02.                       Application of Trust Money. 
Subject to the provisions of Section 10.06, all money deposited
with the Trustee pursuant to Section 12.01 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company or a Guarantor acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


If the Trustee or Paying Agent is unable to apply any
money or Government Securities in accordance with Section 12.01 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s and any Guarantor’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.01; provided that if the Company has made
any payment of principal of, premium, if any, or interest on any Notes because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


 


ARTICLE XIII



MISCELLANEOUS


 


Section 13.01.                       Trust Indenture Act Controls. 
If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by Trust Indenture Act § 318(c), the imposed duties shall
control.


 


Section 13.02.                       Notices.  Any notice or
communication by the Company, any Guarantor or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(regular, registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Company and/or any Guarantor:


 


iStar Financial Inc.

1114 Avenue of the Americas, 39th Floor

New York, NY  10036

Facsimile:  (212) 930-9400

Attention:  Chief Executive Officer


 


73

















 


With a copy to:


 


Clifford Chance US LLP

31 West 52nd Street

New York, NY  10019

Facsimile:  (212) 878-8375

Attention:  Kathleen L. Werner, Esq.


 


If to the Trustee:


 


U.S. Bank National Association

100 Wall Street, 16th Floor

New York, NY  10005

Facsimile:  (212) 809-4993

Attention:  Corporate Trust Services


 


The Company, any Guarantor or the Trustee, by notice
to the others may designate additional or different addresses for subsequent
notices or communications.


 


All notices and communications (other than those sent
to Holders) shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.


 


Any notice or communication to a Holder shall be
mailed by first class mail, certified or registered, return receipt requested,
or by overnight air courier guaranteeing next day delivery to its address shown
on the register kept by the Registrar. 
Any notice or communication shall also be so mailed to any Person
described in Trust Indenture Act § 313(c), to the extent required by the Trust
Indenture Act.  Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.


 


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If the Company mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


Section 13.03.                       Communication by Holders of Notes with
Other Holders of Notes.  Holders may communicate
pursuant to Trust Indenture Act § 312(b) with other Holders with
respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of Trust Indenture Act § 312(c).


 


Section 13.04.                       Certificate and Opinion as to Conditions
Precedent.  Upon any request or application by the
Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:


 


(a)                                  an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


74

















 


(b)                                 an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 13.05.                       Statements Required in Certificate or
Opinion.  Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other
than a certificate provided pursuant to Trust Indenture Act § 314(a)(4))
shall comply with the provisions of Trust Indenture Act § 314(e) and
shall include:


 


(a)                                  a statement that the Person making such
certificate or opinion has read such covenant or condition;


 


(b)                                 a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(c)                                  a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been satisfied; and


 


(d)                                 a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been satisfied.


 


Section 13.06.                       Rules by Trustee and Agents. 
The Trustee may make reasonable rules for action by or at a meeting
of Holders.  The Registrar or Paying
Agent may make reasonable rules and set reasonable requirements for its
functions.


 


Section 13.07.                       No Personal Liability of Directors,
Officers, Employees and Stockholders.  No past,
present or future director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes, this Indenture or
the Guarantees 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 issuance of the Notes.


 


Section 13.08.                       Governing Law. 
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 13.09.                       No Adverse Interpretation of Other
Agreements.  This Indenture may not be used to interpret
any other indenture, loan or debt agreement of the Company or its Subsidiaries
or of any other Person.  Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 13.10.                       Successors.  All
agreements of the Company in this Indenture and the Notes shall bind its
successors.  All agreements of the
Trustee in this Indenture shall bind its successors.  All agreements of each Guarantor in this
Indenture will bind its successors, except as otherwise provided in Section 9.05
hereof.


 


Section 13.11.                       Severability. 
In case any provision in this Indenture or in the Notes 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.


 


75

















 


Section 13.12.                       Counterpart Originals. 
The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.  The exchange of copies of this Indenture and
of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and
may be used in lieu of the original Indenture for all purposes.  Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all
purposes.


 


Section 13.13.                       Table of Contents, Headings, etc. 
The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.


 


Section 13.14.                       Third-Party Beneficiaries. 
The Collateral Trustee is an express intended third-party beneficiary of
this Indenture.


 


Section 13.15.                       Qualification of Indenture. 
The Company and the Guarantors shall qualify this Indenture under the
Trust Indenture Act to the extent required under the terms and conditions of
the Registration Rights Agreement and shall pay all costs and expenses
(including attorneys’ fees and expenses for the Company, the Guarantors and the
Trustee) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Notes and printing this
Indenture and the Notes.  The Trustee
shall be entitled to receive from the Company and the Guarantors any such
Officers’ Certificates, Opinions of Counsel or other documentation as it may
reasonably request in connection with any such qualification of this Indenture
under the Trust Indenture Act.


 


Section 13.16.                       Force Majeure. 
In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its reasonable control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


Section 13.17.                       U.S.A. Patriot Act. 
The parties hereto acknowledge that, in accordance with Section 326
of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in
order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal
entity that establishes a relationship or opens an account with the
Trustee.  The parties to this Indenture
agree that they will provide the Trustee with such information as it may
request in order for the Trustee to satisfy the requirements of the U.S.A.
Patriot Act.


 


[Signatures on
following page]


 


76

















 


SIGNATURES


 


Dated as of May 8,
2009


 


	
   

  	
  iSTAR FINANCIAL
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  11TH AVENUE B PARTICIPATION LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASTAR FRR TX1 LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  ASTAR FRR TX1 GENPAR LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASTAR G1A NH1, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  



 

















 


	
   

  	
  AUTOSTAR F FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CTL I MARYLAND INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA 2005 THEATERS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR BLUES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR BOWLING CENTERS I LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR BOWLING CENTERS I LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  



 

















 


	
   

  	
  iSTAR BOWLING CENTERS II LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR BOWLING CENTERS II LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR COLUMBUS CIRCLE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR CTL I GENPAR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR CTL I, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR HQ I GENPAR INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Financial Officer and Treasurer

  



 

















 


	
   

  	
  iSTAR HQ I, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR TARA HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR TARA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MSK RESORT FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SFI I, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SFT II, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  



 

















 


	
   

  	
  TRINET ESSENTIAL
  FACILITIES X, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRINET ESSENTIAL
  FACILITIES XXVII, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity, but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gagendra Hiralal

  
	
   

  	
   

  	
  Name:

  	
  Gagendra Hiralal

  
	
   

  	
   

  	
  Title:

  	
  Trust Officer

  



 

















 


EXHIBIT A-1


 


[Face of Note]


 


[Insert the Global Note Legend and/or Private Placement Legend, if
applicable pursuant to the provisions of the Indenture]


 


CUSIP
[          ]

ISIN [          ]


 


[RULE 144A]
[REGULATION S] GLOBAL NOTE


 


8.0%
Second-Priority Senior Secured Guaranteed Notes due 2011


 


	
  No.

  	
   

  	
  $[          ]

  



 


 


iSTAR FINANCIAL
INC.


 


promises to pay to
CEDE & Co., or registered assigns, the principal sum of
$[     ]  on March 15, 2011.


 


Interest Payment
Dates:  March 15 and September 15


 


Record Dates:  March 1 and September 1


 


 


	
   

  	
  iSTAR FINANCIAL
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the Notes referred to

  	
   

  	
   

  
	
  in the within-mentioned Indenture:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION

  	
   

  	
   

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: May 8, 2009

  	
   

  	
   

  



 


A-1-1

















 


[Back of Note]

8.0% Second-Priority Senior Secured Guaranteed Notes due 2011


 


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 at 8.0% per annum from May 8,
2009 until Maturity.  The Company will
pay interest semi-annually in arrears on March 15 and September 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”).  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 May 8, 2009; provided that the first Interest Payment
Date shall be September 15, 2009. 
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 will be computed on the
basis of a 360-day year of twelve 30-day months.


 


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 or September 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 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 May 8, 2009 (the “Indenture”)
among the Company, the Guarantors and the Trustee.  The terms of the Notes include those 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
$155,253,000 in aggregate principal amount of 2011 Notes and $479,548,000 in
aggregate principal amount of 2014 Notes on the Issue Date and may issue
Additional Notes in accordance with the terms of the Indenture.


 


A-1-2

















 


5.                                       Optional Redemption. 
The Notes of any series may be redeemed, in whole or in part, at the
Company’s option at any time prior to Maturity at a price equal to 100% of the
principal amount thereof plus accrued but unpaid interest, if any (the “Redemption
Price”), to, but not including, the date of the redemption (the “Redemption
Date”) (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant Interest Payment Date).


 


6.                                       Mandatory Redemption. 
Except as set forth in paragraph 7, the Company shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 


7.                                       Repurchase at Option of Holder. 
Upon the occurrence of a Change of Control Triggering Event with respect
to a series of Notes, the Company will be required to offer to purchase all of
the outstanding Notes of such series at a principal price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, thereon to
the date of purchase.


 


8.                                       Notice of Redemption. 
Notice of redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder whose Notes are to be
redeemed at its registered address. 
Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed.  On and after the
Redemption Date interest ceases to accrue on Notes or portions thereof called
for redemption.


 


9.                                       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 Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


 


10.                                 Persons Deemed Owners. 
The registered Holder of a Note may be treated as its owner for all
purposes.


 


11.                                 Amendment, Supplement and Waiver. 
Subject to certain exceptions, the Indenture, the Notes or the
Guarantees may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Notes of all series
then outstanding which are affected by such amendment voting as a single class,
and any existing Default or compliance with any provision of the Indenture, the
Notes or the Guarantees may be waived with the written consent of the Holders
of a majority in principal amount of the Notes of all series then outstanding
which are affected by such waiver voting as a single class.  Without the consent of any Holder of a Note,
the Indenture, the Notes or the Guarantees may be amended or supplemented:  (a) to cure any ambiguity, omission,
defect or inconsistency; (b) to provide for the assumption by a Surviving
Entity of the obligations of the Company or the assumption by a Successor
Person of the obligations of any Guarantor under the Indenture; (c) to
provide for uncertificated Notes in addition to or in place of certificated
Notes; provided, however, that the uncertificated Notes are
issued in registered form for purposes of Section 163(f) of the Code
or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code; (d) to add Guarantees with respect to the Notes; (e) to add
to the covenants of the Company, the Guarantors or any of their Subsidiaries
for the benefit of the Holders or to surrender any right or power conferred
upon the Company, the Guarantors or any of their Subsidiaries; (f) to
provide for a successor Trustee in accordance with the terms of the Indenture
or to otherwise comply with any requirement of the Indenture; (g) to make 


 


A-1-3

















 


any change that does not materially adversely affect
the rights of any Holder; (h) to comply with any requirement of the
Commission in connection with qualifying or maintaining the qualification of
the Indenture under the Trust Indenture Act; (i) to release a Guarantor
from its obligations under its Guarantee or the Indenture, in each case in
accordance with the applicable provisions of the Indenture; or (j) to
conform the text of the Indenture or the Notes or the Guarantees to any
provision of the “Description of the New Notes” section in the Offering
Memorandum to the extent that such provision in the “Description of the New
Notes” was intended to be a verbatim recitation of a provision of this
Indenture, the Notes or the Guarantees.


 


12.                                 Defaults and Remedies. 
Events of Default are set forth in the Indenture.  If any Event of Default occurs with respect
to a series of Notes and is continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Notes of such series may
declare all the Notes of such series 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 of such series will become due and payable without
further action or notice.  Holders may
not 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 then outstanding Notes of a series by written notice to
the Trustee may on behalf of the Holders of all of the Notes of such series
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.


 


13.                                 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.


 


14.                                 Security Documents.  The obligations of the Company and the
Guarantors under the Indenture, the Notes and the Guarantees are secured by a
Lien on the Collateral pursuant to the Security Documents.  The provisions of the Indenture and the other
Security Documents are subject to the Collateral Trust and Intercreditor
Agreement.


 


15.                                 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.


 


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


 


17.                                 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).


 


A-1-4














 


18.           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 redemption 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 redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


19.           Additional Rights of Holders of Transfer Restricted
Securities.  In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Transfer Restricted Securities shall
have all the rights set forth in the Registration Rights Agreement dated as of May 8,
2009, among the Company, the Guarantors and the parties named on the signature pages thereof
(the “Registration Rights Agreement”).


 


20.           Governing
Law.  THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


A-1-5

















 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture, the Security Agreement, the
Collateral Trust and Intercreditor Agreement and/or the Registration Rights
Agreement.  Requests may be made to:


 


iStar Financial Inc.

1114 Avenue of the Americas, 39th Floor

New York, NY  10036

Attention:  Investor Relations


 


A-1-6

















 


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).


 


A-1-7

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.10 of the Indenture, check the following
box:   ̈


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 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).


 


A-1-8

















 


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

  signatory of 

  Trustee or Note

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1-9

















 


EXHIBIT A-2


 


[Face of Note]


 


[Insert the Global Note Legend and/or Private Placement Legend, if
applicable pursuant to the provisions of the Indenture]


 


CUSIP
[          ]

ISIN [          ]


 


[RULE 144A] [REGULATION S]
GLOBAL NOTE


 


10.0%
Second-Priority Senior Secured Guaranteed Notes due 2014


 


	
  No.

  	
   

  	
  $[          ]

  



 


iSTAR FINANCIAL
INC.


 


promises to pay to
CEDE & Co., or registered assigns, the principal sum of
$[     ]  on June 15, 2014.


 


Interest Payment
Dates:  June 15 and December 15


 


Record Dates:  June 1 and December 1


 


	
   

  	
   

  	
  iSTAR FINANCIAL
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of
  the Notes referred to

  	
   

  	
   

  
	
  in the
  within-mentioned Indenture:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. BANK
  NATIONAL ASSOCIATION

  	
   

  	
   

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:
  May 8, 2009

  	
   

  	
   

  



 


A-2-1

















 


[Back of Note]

10.0% Second-Priority Senior Secured Guaranteed Notes due 2014


 


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 at 10.0% per annum from May 8,
2009 until Maturity.  The Company will
pay interest semi-annually in arrears on June 15 and December 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”).  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 May 8, 2009; provided that the first Interest Payment
Date shall be December 15, 2009. 
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 will be computed on the
basis of a 360-day year of twelve 30-day months.


 


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 June 1 or 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 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 May 8, 2009 (the “Indenture”) among the Company, the
Guarantors and the Trustee.  The terms of
the Notes include those 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 $155,253,000 in aggregate principal amount of 2011 Notes and
$479,548,000 in aggregate principal amount of 2014 Notes on the Issue Date and
may issue Additional Notes in accordance with the terms of the Indenture.


 


A-2-2

















 


5.             Optional
Redemption.  The Notes of any series
may be redeemed, in whole or in part, at the Company’s option at any time prior
to Maturity at a price equal to 100% of the principal amount thereof plus
accrued but unpaid interest, if any (the “Redemption Price”), to, but
not including, the date of the redemption (the “Redemption Date”)
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date).


 


6.             Mandatory
Redemption.  Except as set forth in
paragraph 7, the Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.


 


7.             Repurchase
at Option of Holder.  Upon the
occurrence of a Change of Control Triggering Event with respect to a series of
Notes, the Company will be required to offer to purchase all of the outstanding
Notes of such series at a principal price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
purchase.


 


8.             Notice
of Redemption.  Notice of redemption
will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address.  Notes in denominations larger
than $1,000 may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest
ceases to accrue on Notes or portions thereof called for redemption.


 


9.             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 Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


 


10.           Persons Deemed Owners.  The
registered Holder of a Note may be treated as its owner for all purposes.


 


11.           Amendment, Supplement and Waiver. 
Subject to certain exceptions, the Indenture, the Notes or the
Guarantees may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Notes of all series
then outstanding which are affected by such amendment voting as a single class,
and any existing Default or compliance with any provision of the Indenture, the
Notes or the Guarantees may be waived with the written consent of the Holders
of a majority in principal amount of the Notes of all series then outstanding
which are affected by such waiver voting as a single class.  Without the consent of any Holder of a Note,
the Indenture, the Notes or the Guarantees may be amended or supplemented:  (a) to cure any ambiguity, omission,
defect or inconsistency; (b) to provide for the assumption by a Surviving
Entity of the obligations of the Company or the assumption by a Successor
Person of the obligations of any Guarantor under the Indenture; (c) to
provide for uncertificated Notes in addition to or in place of certificated
Notes; provided, however, that the uncertificated Notes are
issued in registered form for purposes of Section 163(f) of the Code
or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code; (d) to add Guarantees with respect to the Notes; (e) to add
to the covenants of the Company, the Guarantors or any of their Subsidiaries
for the benefit of the Holders or to surrender any right or power conferred
upon the Company, the Guarantors or any of their Subsidiaries; (f) to
provide for a successor Trustee in accordance with the terms of the Indenture
or to otherwise comply with any requirement of the Indenture; (g) to make 


 


A-2-3

















 


any change that does not materially adversely affect
the rights of any Holder; (h) to comply with any requirement of the
Commission in connection with qualifying or maintaining the qualification of
the Indenture under the Trust Indenture Act; (i) to release a Guarantor
from its obligations under its Guarantee or the Indenture, in each case in
accordance with the applicable provisions of the Indenture; or (j) to
conform the text of the Indenture or the Notes or the Guarantees to any
provision of the “Description of the New Notes” section in the Offering
Memorandum to the extent that such provision in the “Description of the New
Notes” was intended to be a verbatim recitation of a provision of this
Indenture, the Notes or the Guarantees.


 


12.           Defaults and Remedies.  Events of
Default are set forth in the Indenture. 
If any Event of Default occurs with respect to a series of Notes and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes of such series may declare all the Notes of such
series 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
of such series will become due and payable without further action or
notice.  Holders may not 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 then outstanding Notes of a series by written notice to the
Trustee may on behalf of the Holders of all of the Notes of such series 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.


 


13.           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.


 


14.           Security Documents.  The obligations of the Company and the
Guarantors under the Indenture, the Notes and the Guarantees are secured by a
Lien on the Collateral pursuant to the Security Documents.  The provisions of the Indenture and the other
Security Documents are subject to the Collateral Trust and Intercreditor
Agreement.


 


15.           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.


 


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


 


17.           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).


 


A-2-4

















 


18.           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 redemption 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 redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


19.           Additional Rights of Holders of Transfer Restricted
Securities.  In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Transfer Restricted Securities shall
have all the rights set forth in the Registration Rights Agreement dated as of May 8,
2009, among the Company, the Guarantors and the parties named on the signature pages thereof
(the “Registration Rights Agreement”).


 


20.           Governing
Law.  THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


A-2-5














 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture, the Security Agreement, the
Collateral Trust and Intercreditor Agreement and/or the Registration Rights
Agreement.  Requests may be made to:


 


iStar Financial Inc.

1114 Avenue of the Americas, 39th Floor

New York, NY  10036

Attention:  Investor Relations


 


A-2-6

















 


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).


 


A-2-7

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.10 of the Indenture, check the following
box:   ̈


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 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).


 


A-2-8

















 


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

  signatory of

  Trustee or Note

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-2-9

















 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


iStar Financial
Inc.

1114 Avenue of the Americas, 39th Floor

New York, NY  10036


 


[Registrar address block]


 


Re:                               8.0% Second-Priority Senior Secured
Guaranteed Notes due 2011 and 10.0% Second-Priority Senior Secured Guaranteed
Notes due 2014


 


Reference is hereby made to the Indenture, dated as of
May 8, 2009 (the “Indenture”), among iStar Financial Inc., a
Maryland corporation, as issuer (the “Company”), each of the Guarantors
and U.S. Bank National Association, as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


                                      ,
(the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount of
$                      
in such Note[s] or interests (the “Transfer”), to
                                                      
(the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:


 


[CHECK ALL THAT
APPLY]


 


1.             o            Check if Transferee will
take delivery of a beneficial interest in the 144A Global Note or a Definitive
Note Pursuant to Rule 144A.  The Transfer
is being effected pursuant to and in accordance with Rule 144A under the
United States Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such Transfer is in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the applicable 144A Global Note and/or the applicable
Definitive Note and in the Indenture and the Securities Act.


 


2.             o            Check if Transferee will
take delivery of a beneficial interest in the Regulation S Global Note or
a Definitive Note pursuant to Regulation S. 
The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a
person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act and (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act.  Upon consummation of the proposed transfer in



 


B-1

















 


accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the applicable Regulation S Global Note and/or the applicable Definitive
Note and in the Indenture and the Securities Act.


 


3.             o            Check and complete if
Transferee will take delivery of a Definitive Note pursuant to any provision of
the Securities Act other than Rule 144A or Regulation S. 
The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):


 


(a)           o            such Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)           o            such Transfer is being effected to the
Company or a subsidiary thereof;


 


or


 


(c)           o            such Transfer is being effected pursuant
to an effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the Securities Act.


 


4.             o            Check if Transferee will
take delivery of a beneficial interest in an Unrestricted Global Note or of an
Unrestricted Definitive Note.


 


(a)           o            Check if Transfer is pursuant to Rule 144.  (i) The
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the complete Private Placement Legend are not required in
order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


 


(b)           o            Check if Transfer is Pursuant to
Regulation S.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the complete Private Placement Legend are not required in order
to maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(c)           o            Check if Transfer is Pursuant to
Other Exemption.  (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance 


 


B-2

















 


with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States and (ii) the restrictions on
transfer contained in the Indenture and the complete Private Placement Legend
are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.


 


	
   

  	
  [Insert Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


 


B-3

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.                                       The Transferor owns and proposes to
transfer the following:


 


[CHECK ONE OF (a) OR
(b)]


 


(a)                                  o            a beneficial interest in the:


 


(i)                                     o    144A Global Note (CUSIP
                  ),
or


 


(ii)                                  o    Regulation S Global Note (CUSIP
                  );
or


 


(b)                                 o            a Restricted Definitive Note.


 


2.                                       After the Transfer the Transferee will
hold:


 


[CHECK ONE]


 


(a)                                  o            a beneficial interest in the:


 


(i)                                     o    144A Global Note (CUSIP
                  ),
or


 


(ii)                                  o    Regulation S Global Note (CUSIP
                  ),
or


 


(iii)                               o    Unrestricted Global Note (CUSIP
                  );
or


 


(b)                                 o            a Restricted Definitive Note; or


 


(c)                                  o            an Unrestricted Definitive Note,


 


in accordance with the
terms of the Indenture.


 


B-4














 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


iStar Financial
Inc.

1114 Avenue of the Americas, 39th Floor

New York, NY  10036


 


[Registrar address block]


 


Re:                               8.0% Second-Priority Senior Secured
Guaranteed Notes due 2011 and 10.0% Second-Priority Senior Secured Guaranteed
Notes due 2014


 


(CUSIP
                        )


 


Reference is hereby made to the Indenture, dated as of
May 8, 2009 (the “Indenture”), among iStar Financial Inc., a
Maryland corporation, as issuer (the “Company”), each of the Guarantors
and U.S. Bank National Association, as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


                                                    ,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in
such Note[s] specified in Annex A hereto, in the principal amount of
$                        
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner
hereby certifies that:


 


1.             o            Exchange of Restricted
Definitive Notes or Beneficial Interests in a Restricted Global Note for
Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global
Note


 


(a)           o            Check if Exchange is from
beneficial interest in a Restricted Global Note to beneficial interest in an
Unrestricted Global Note.  In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a beneficial
interest in an Unrestricted Global Note in an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with the United States Securities Act of 1933, as
amended (the “Securities Act”), (iii) the restrictions on transfer
contained in the Indenture and the complete Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


 


(b)           o            Check if Exchange is from
beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. 
In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the complete Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


C-1

















 


(c)           o            Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. 
In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the complete Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


 


(d)           o            Check if Exchange is from
Restricted Definitive Note to Unrestricted Definitive Note. 
In connection with the Owner’s Exchange of a Restricted Definitive Note
for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the complete Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the
United States.


 


2.             o            Exchange of Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes


 


(a)           o            Check if Exchange is from
beneficial interest in a Restricted Global Note to Restricted Definitive Note. 
In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal
amount, the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


(b)           o            Check if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note. 
In connection with the Exchange of the Owner’s Restricted Definitive
Note for a beneficial interest in the [CHECK ONE] o
144A Global Note, o Regulation S Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. 
Upon consummation of the proposed Exchange in accordance with the terms
of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities
Act.


 


C-2

















 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.


 


	
   

  	
  [Insert Name of
  Owner]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


C-3

















 


ANNEX A TO CERTIFICATE OF EXCHANGE


 


1.                                       The Owner currently owns and proposes to
exchange the following:


 


[CHECK ONE]


 


(a)                                  o            a beneficial interest in the:


 


(i)                                     o    144A Global Note (CUSIP
                  ),
or


 


(ii)                                  o    Regulation S Global Note (CUSIP
                  );
or


 


(b)                                 o            a Restricted Definitive Note.


 


2.                                       After the exchange the Owner will hold:


 


[CHECK ONE]


 


(a)                                  o            a beneficial interest in the:


 


(i)                                     o    144A Global Note (CUSIP
                  ),
or


 


(ii)                                  o    Regulation S Global Note (CUSIP
                  ),
or


 


(iii)                               o    Unrestricted Global Note (CUSIP
                  );
or


 


(b)                                 o            a Restricted Definitive Note; or


 


(c)                                  o            an Unrestricted Definitive Note.


 


3.                                       The Owner requests that Definitive Notes
be registered in the following name:


 


                                 


 


and sent to the Owner at the following address:


 


C-4

















 


EXHIBIT D


 


FORM OF NOTATION OF GUARANTEE


 


For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture dated as of May 8, 2009 (the “Indenture”) among iStar Financial
Inc. (the “Company”),
each of the Guarantors party thereto and U.S. Bank National Association, as
Trustee (the “Trustee”),
(a) the due and punctual payment of the principal of, premium and
Additional Interest, if any, and interest on, the Notes, whether at Maturity,
by acceleration, redemption or otherwise, the due and punctual payment of
interest on overdue principal of and interest on the Notes, if any, if lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture
and (b) in case of any extension of time of payment or renewal of any Notes
or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise.  The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in Article IX of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Guarantee.


 


Capitalized terms used but not defined herein have the
meanings given to them in the Indenture.


 


	
   

  	
  [Name of
  Guarantor(s)]]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-1