Exhibit 4.2


 


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


 


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


 


(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.


 

















 


CUSIP 45031U BJ9
(144A) / CUSIP U4500V AH8 (REG S)


ISIN US45031UBJ97
(144A) / ISIN USU4500VAH88 (REG S)


 


10.0%
Second-Priority Senior Secured Guaranteed Notes due 2014


 


	
  No.

  	
   

  	
  $479,548,000

  



 


iSTAR FINANCIAL INC.


 


promises to pay to CEDE & Co., or
registered assigns, the principal sum of $479,548,000 on June 15, 2014.


 


Interest Payment
Dates:  June 15 and December 15


 


Record Dates:  June 1 and December 1


 


	
   

  	
  iSTAR FINANCIAL
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice-President, Chief Financial Officer
  and Treasurer

  



 


This is one of the Notes referred to

in the within-mentioned Indenture:


 


U.S. BANK NATIONAL ASSOCIATION

as Trustee


 


	
  By:

  	
  /s/ Gagendra Hiralal

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


Dated:  May 8, 2009


 





















 


[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.


 

















 


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 


 

















 


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).


 

















 


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.


 


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


 














 


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.


 


	
   

  	
  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 1 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

  



 





















 


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).

  



 





















 


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:  o


 


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).

  



 





















 


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