Exhibit 10.1


 


Execution
Copy


 


REGISTRATION
RIGHTS AGREEMENT


 


by


 


iStar Financial Inc.,


 


The Guarantors Party Hereto


 


and


 


Banc of America Securities LLC

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.


 


Dated as of May 8, 2009


 

















 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”)
is made and entered into as of May 8, 2009, by and among iStar Financial
Inc., a Maryland corporation (the “Company”),
the subsidiaries of the Company party hereto (the “Guarantors”) and the Dealer Managers (as defined in the
Dealer Managers Agreement (as defined below)), relating to the exchange of
certain of the Company’s outstanding notes (the “Old Notes”) for newly issued senior notes of the Company
(such newly issued notes, the “New
Notes”) to be issued on May 8, 2009 pursuant to the terms of
the indenture, dated as of May 8, 2009 (as the same may be further
amended or supplemented from time to time in accordance with the terms thereof,
the “Indenture”),
between the Company and U.S. Bank National Association, as trustee
(in such capacity, the “Trustee”).  In connection with the Offers (as defined in
the Dealer Managers Agreement (as defined below)) and the issuance of the New
Notes, the Company and the Guarantors are executing this Agreement for the
benefit of the holders from time to time of Transfer Restricted Securities (as
defined below).  The execution and
delivery of this Agreement is a condition set forth in Section 10(i) of
the Dealer Managers Agreement, dated April 9, 2009 (the “Dealer Managers Agreement”),
among the Company, the Guarantors and the Dealer Managers.


 


Each of the New Notes will be
fully and unconditionally guaranteed by the Guarantors (the “Guarantees” and, together with
the New Notes, the “Securities”).


 


The parties hereby agree as
follows:


 


SECTION 1.           Definitions.


 


As used in this Agreement,
the following capitalized terms shall have the following meanings:


 


Additional Interest:  As defined in Section 5 hereto.


 


Additional
Interest Payment Date:  With
respect to the Transfer Restricted Securities of the applicable Series, each
Interest Payment Date.


 


Advice:  As defined in Section 6(c) hereto.


 


Agreement:  As defined in the preamble hereto.


 


Broker-Dealer:  Any broker or dealer registered under the
Exchange Act.


 


Business Day:  Any day other than a Saturday, Sunday or U.S.
federal holiday or a day on which banking institutions or trust companies
located in New York, New York are authorized or obligated to be closed.


 


Closing
Date:  The date of this Agreement.


 


Company:  As defined in the preamble hereto.


 


Commission:  The United States Securities and Exchange
Commission.


 


Consummate:  A registered Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of an Exchange Offer Registration Statement relating to
the Exchange Securities to be issued in such Exchange Offer, (ii) the
maintenance of such Registration Statement continuously effective and the
keeping of such 


 

















 


Exchange
Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof,
and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate
principal amount of Transfer Restricted Securities that were tendered by
Holders thereof pursuant to such Exchange Offer.


 


Dealer Managers:  As defined in the preamble hereto.


 


Dealer
Managers Agreement:  As defined
in the preamble hereto.


 


Exchange
Act:  The Securities Exchange Act of
1934, as amended.


 


Exchange
Date:  As defined in Section 3(a) hereto.


 


Exchange
Offer:  The registration by the
Company and the Guarantors under the Securities Act of any Series of
Exchange Securities pursuant to a Registration Statement pursuant to which the
Company offers the Holders of all outstanding Transfer Restricted Securities of
the applicable Series the opportunity to exchange all such outstanding
Transfer Restricted Securities of such Series held by such Holders for
Exchange Securities of that Series in an aggregate principal amount equal
to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders.


 


Exchange
Offer Registration Statement:  The Registration Statement relating to an
Exchange Offer, including the related Prospectus.


 


Exchange
Securities:  Debt
securities of the Company and guarantees by the Guarantors, in each case,
substantially identical to the applicable Series of Securities they are being
exchanged for and issued under the Indenture (except that the transfer
restrictions shall be modified or eliminated, as appropriate), to be issued to
Holders in exchange for their Transfer Restricted Securities.


 


FINRA:  Financial Industry Regulatory Authority, Inc.


 


Freely
Tradable:  Means, with
respect to a Security, a Security that at any time of determination (i) may
be sold to the public in accordance with Rule 144 under the Securities Act
or any successor provision thereof (“Rule 144”) by a person that is
not an “affiliate” (as defined in Rule 144) of the Company where no
conditions of Rule 144 are then applicable (other than the holding period
requirement in the last sentence of paragraph (b)(1)(i) of Rule 144
so long as such holding period requirement is satisfied at such time of
determination), and (ii) does not bear any restrictive legends relating to
the Securities Act.


 


Guarantees:  As defined in the preamble hereto.


 


Guarantors:  As defined in the preamble
hereto.


 


Holder:  As defined in Section 2(b) hereof.


 


Indenture:  As defined in the preamble hereto.


 


Interest
Payment Date:  As defined
in the Indenture.


 


Majority
Holders:  With respect to one or more Series registered
under or covered by a Registration Statement on any date, Holders of a majority
of the principal amount of all Series registered under or covered by such
Registration Statement.


 


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New
Notes:  As defined in the preamble
hereto.


 


Old
Notes:  As defined in the preamble
hereto.


 


Person:  An individual, partnership, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


Prospectus:  The prospectus included in a Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.


 


Registrar:  The registrar under the Indenture.


 


Registration
Default: As defined in Section 5 hereof.


 


Registration
Statement:  Any
registration statement of the Company relating to (a) an offering of
Exchange Securities pursuant to an Exchange Offer or (b) the registration
for resale of Transfer Restricted Securities pursuant to a Shelf Registration
Statement, that covers any Series of Securities or Exchange Securities, as
applicable, and which is filed pursuant to the provisions of this Agreement, in
each case, including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.


 


Securities:  As defined in the preamble hereto.


 


Securities
Act:  The Securities Act of 1933, as
amended.


 


Series:  Any series of Securities having the same
interest rate and maturity date and any Exchange Securities issued in exchange
for such series of Securities, as applicable.


 


Shelf Filing Deadline:  As defined in Section 4(a) hereof.


 


Shelf Registration Statement:  As defined in Section 4(a) hereof.


 


Transfer Restricted Securities:  The Securities;  provided
that with respect to any Series of Securities, the Securities of such Series shall
cease to be Transfer Restricted Securities on the earliest to occur of (i) the
date on which a Registration Statement with respect to such Series of
Securities has become effective under the Securities Act and such Series of
Securities have been exchanged or disposed of pursuant to such Registration
Statement, (ii) the date on which such Series of Securities cease to
be outstanding or (iii) the date on which such Series of Securities
are Freely Tradable.


 


Trust Indenture Act:  The Trust Indenture Act of 1939,
as amended.


 


Trustee:  As defined in the preamble hereto.


 


Underwritten
Registration or Underwritten Offering:  A registration in which securities of the
Company are sold to an underwriter for reoffering to the
public.


 


SECTION 2.           Securities Subject to this
Agreement.


 


(a)           Transfer Restricted Securities.  The securities entitled
to the benefits of this Agreement are any Series of Transfer Restricted
Securities.


 


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(b)           Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”)
whenever such Person (including any successors or assigns) owns any Series of
Transfer Restricted Securities.


 


SECTION 3.           Registered Exchange Offer.


 


(a)           Unless an Exchange Offer shall not be
permissible under applicable law or Commission policy (after the procedures set
forth in Section 6(a) hereof have been complied with), or there are
no Transfer Restricted Securities outstanding, each of the Company and the
Guarantors shall (i) use its commercially reasonable efforts to cause to
be filed with the Commission a Registration Statement under the Securities Act
relating to the Exchange Securities of each applicable Series and the
related Exchange Offer for the Transfer Restricted Securities of such Series, (ii) use
commercially reasonable efforts to cause such Exchange Offer Registration Statement
to become effective, (iii) in connection with the foregoing, file (A) all
pre-effective amendments to such Exchange Offer Registration Statement as may
be necessary in order to cause such Exchange Offer Registration Statement to
become effective, (B) if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the
Securities Act and cause all necessary filings in connection with the
registration and qualification of the Exchange Securities registered pursuant
to such Exchange Offer Registration Statement to be made under the state
securities or blue sky laws of such jurisdictions as are necessary to permit
Consummation of such Exchange Offer, and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence the Exchange Offer with
respect to each applicable Series of Exchange Securities registered
pursuant to such Exchange Offer Registration Statement.  The Company shall use commercially reasonable
efforts to Consummate such Exchange Offer with respect to each applicable Series of
Exchange Securities registered pursuant to such Exchange Offer Registration
Statement not later than 366 days following the Closing Date (or if such 366th
day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”);  provided,  however,
that the Company and the Guarantors shall not be required to Consummate such
Exchange Offer for any Series of Securities if all of the Securities of
such Series are Freely Tradable (other than such Securities held by
affiliates of the Company) on or before the Exchange Date.  Such Exchange Offer, if required pursuant to
this Section 3(a), shall be on the appropriate form permitting
registration of the Exchange Securities to be offered in exchange for each
applicable Series of Transfer Restricted Securities and to permit resales
of such Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.


 


(b)           If an Exchange Offer Registration
Statement is required to be filed and declared effective pursuant to Section 3(a) above,
the Company and the Guarantors shall use commercially reasonable efforts to
cause such Exchange Offer Registration Statement to be effective continuously
and shall keep such Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to
Consummate such Exchange Offer;  provided, however,
that in no event shall such period be less than 20 Business Days after the date
notice of such Exchange Offer is mailed to the Holders of each applicable Series of
Transfer Restricted Securities.  The
Company shall cause such Exchange Offer to comply with all applicable federal
and state securities laws.  No securities
other than each applicable Series of Exchange Securities shall be included
in such Exchange Offer Registration Statement.


 


(c)           The Company shall indicate in a “Plan
of Distribution” section contained in the Prospectus forming a part of any
Exchange Offer Registration Statement that any Broker-Dealer who holds any Series of
Transfer Restricted Securities that were acquired for its own account as a
result of market-making activities or other trading activities (other than any Series of
Transfer Restricted Securities acquired directly from the Company) may exchange
such Transfer Restricted Securities pursuant to such Exchange Offer; however,
such Broker-Dealer may be deemed to be an “underwriter” within the meaning of
the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities 


 


4

















 


Act in connection with any
resales of such Exchange Securities received by such Broker-Dealer in such
Exchange Offer, which prospectus delivery requirement may be satisfied by the
delivery by such Broker-Dealer of the Prospectus contained in such Exchange
Offer Registration Statement.  Such “Plan
of Distribution” section shall also contain all other information with respect
to such resales by Broker-Dealers that the Commission may require in order to
permit such resales pursuant thereto, but such “Plan of Distribution” shall not
name any such Broker-Dealer or disclose the amount of each Series of
Transfer Restricted Securities held by any such Broker-Dealer except to the
extent required by the Commission as a result of a change in policy after the
date of this Agreement.


 


(d)           Each of the Company and the Guarantors shall use its
commercially reasonable efforts to keep an Exchange Offer Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure
that it is available for resales of any such Exchange Securities received by
such Broker-Dealers, and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period ending on the
earlier of (i) 90 days from the date on which such Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with
such resales.


 


(e)           The Company shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 90-day (or shorter as provided in the foregoing sentence) period in
order to facilitate such resales.


 


(f)            Notwithstanding anything in this Section 3 to the
contrary, the requirements to file the Exchange Offer Registration Statement
and the requirements to Consummate the Exchange Offer with respect to a
particular Series of Securities shall terminate at such time as all the
Securities of such Series are Freely Tradable (other than such Securities
held by affiliates of the Company).


 


SECTION 4.           Shelf Registration.


 


(a)           Shelf Registration.
 If any
of the Securities of any Series are not Freely Tradable (other than such
Securities held by affiliates of the Company) by the Exchange Date and either (i) the
Company and the Guarantors have not filed an Exchange Offer Registration
Statement with respect to any Transfer Restricted Securities of such Series or
Consummated an Exchange Offer with respect to any Transfer Restricted
Securities of such Series solely because such Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set
forth in Section 6(a) hereof have been complied with), (ii) for
any other reason an Exchange Offer with respect to any Transfer Restricted
Securities of such Series is not Consummated by the Exchange Date, or (iii) prior
to the Exchange Date, with respect to any Holder of Transfer Restricted
Securities of such Series, such Holder notifies the Company that (1) such
Holder is prohibited by applicable law or Commission policy from participating
in such Exchange Offer, (2) such Holder may not resell such Exchange
Securities acquired by it in such Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in such Exchange
Offer Registration Statement is not appropriate or available for such resales
by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer
Restricted Securities of the applicable Series acquired directly from the
Company or one of its affiliates, the Company and the Guarantors shall:


 


(x)            cause to be filed a shelf
registration statement pursuant to Rule 415 under the Securities Act,
which may be an amendment to the Exchange Offer Registration Statement with
respect to each Series of Transfer Restricted Securities referenced above
(in either event, a “Shelf
Registration Statement”), on or prior to the 90th day after the
Exchange Date (such date, the “Shelf
Filing Deadline”), which Shelf Registration Statement shall provide
for resales of any 


 


5

















 


applicable Series of Transfer Restricted Securities the Holders of
which shall have provided the information required pursuant to Section 4(b) hereof;
and


 


(y)           use their commercially reasonable
efforts to cause such Shelf Registration Statement to be declared effective by
the Commission.


 


Each of the Company and the
Guarantors shall use commercially reasonable efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the
extent necessary to ensure that it is available for resales of Transfer
Restricted Securities of each Series registered pursuant to such Shelf
Registration Statement by the Holders of such Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
one year from the date on which such Shelf Registration Statement is declared
effective by the Commission or such shorter period that will terminate when all
the Transfer Restricted Securities of each Series covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement or are Freely Tradable (other than such Securities held by affiliates
of the Company);  provided that the Company may for a
period of up to 60 days in any three-month period, not to exceed 90 days in any
calendar year, determine that such Shelf Registration Statement is not usable
under certain circumstances relating to corporate developments, public filings
with the Commission and similar events, and suspend the use of the Prospectus
that is part of such Shelf Registration Statement.  For the avoidance of doubt, any such
suspension by the Company in accordance with the foregoing proviso shall not
constitute a Registration Default under Section 5 hereof.  Notwithstanding anything to the contrary, the
requirements to file a Shelf Registration Statement and to have a Shelf
Registration Statement become effective and remain effective with respect to a
particular Series of Securities shall terminate at such time as all of the
Securities of such Series to be registered are Freely Tradable (other than
such Securities held by affiliates of the Company).


 


Notwithstanding anything in
this Agreement to the contrary, it is agreed that if a Shelf
Registration Statement is required to be filed and declared effective pursuant
to this Section 4 and is not so filed and declared effective after the
Shelf Filing Deadline in accordance with this Section 4, the only remedy
to the Holders of such Series of Securities to be registered under such
Shelf Registration Statement after such Shelf Filing Deadline will be
Additional Interest as set forth in Section 5 hereof.


 


(b)           Provision by Holders of Certain Information in Connection with a Shelf
Registration Statement.  No Holder of Transfer Restricted Securities of
any Series may include any of such Transfer Restricted Securities in any
Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 20 Business Days after
receipt of a request therefor, such information as the Company may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein.  Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the
Company all information required from time to time in order to make the
information previously furnished to the Company by such Holder not misleading.


 


SECTION 5.           Additional Interest.
 If any of the Securities of any Series are
not Freely Tradable (other than such Securities held by affiliates of the
Company) by the Exchange Date and either (i) an Exchange Offer with
respect to such Series has not been Consummated in accordance with Section 3;
(ii) any Shelf Registration Statement with respect to such Series, if
required pursuant to Section 4, has not been filed and declared effective
by the Commission in accordance with Section 4 or (iii) any
Registration Statement with respect to such Series required by this
Agreement has been declared effective but ceases to be effective at any time at
which it is required to be effective under this Agreement (each such event
referred to in clauses (i) through (iii), a “Registration Default”), the
Company hereby agrees that the 


 


6

















 


interest rate borne by the
Transfer Restricted Securities of such Series shall be increased by 0.25%
per annum (the “Additional Interest”)
from and including the date on which such Registration Default has occurred to
but excluding the date that is the earlier of (i) the date on which all
Registration Defaults relating to the Transfer Restricted Securities of such Series have
been cured and (ii) the date on which the Transfer Restricted Securities
of such Series have become Freely Tradeable (other than such Securities
held by affiliates of the Company).  All
accrued Additional Interest shall be paid in cash on each Additional Interest
Payment Date.  At the earlier of (i) the
cure of all Registration Defaults relating to the particular Transfer
Restricted Securities of such Series or (ii) the particular Transfer
Restricted Securities of such Series having become Freely Tradable (other
than such Securities held by affiliates of the Company), the interest rate
borne by the relevant Transfer Restricted Securities of such Series will
be reduced to the original interest rate borne by such Series of Transfer
Restricted Securities;  provided, however,
that, if after any such reduction in interest rate, a different
Registration Default occurs, the interest rate borne by such Transfer
Restricted Securities of such Series shall again be increased pursuant to
the foregoing provisions.


 


SECTION 6.           Registration Procedures.


 


(a)           Exchange Offer Registration Statement.  In connection with an
Exchange Offer, if required pursuant to Section 3(a) hereof, the
Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof,
shall use their commercially reasonable efforts to effect such exchange to
permit the sale of each Series of Exchange Securities being sold in accordance
with the intended method or methods of distribution thereof, and shall comply
with all of the following provisions:


 


(i)            If in the reasonable opinion of counsel to the Company
there is a question as to whether an Exchange Offer is permitted by applicable
law, each of the Company and the Guarantors hereby agrees to seek a no-action
letter or other favorable decision from the Commission allowing the Company and
the Guarantors to Consummate an Exchange Offer for such Transfer Restricted
Securities.  Each of the Company and the
Guarantors hereby agrees to pursue the issuance of such a decision to the
Commission staff level but shall not be required to take commercially
unreasonable action to effect a change of Commission policy.  Each of the Company and the Guarantors hereby
agrees, however, to (A) participate in telephonic conferences with the
Commission, (B) deliver to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursue a favorable resolution by the Commission staff of such submission.


 


(ii)           As a condition to its participation in an Exchange Offer
pursuant to the terms of this Agreement, each Holder of each applicable Series of
Transfer Restricted Securities shall furnish, upon the request of the Company,
prior to the Consummation thereof, a written representation to the Company
(which may be contained in the letter of transmittal contemplated by such
Exchange Offer Registration Statement) to the effect that (A) it is not an
affiliate of the Company, (B) it is not engaged in, and does not intend to
engage in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Exchange Securities to be issued in such
Exchange Offer and (C) it is acquiring the Exchange Securities to be
issued in such Exchange Offer in its ordinary course of business.  In addition, all such Holders of each
applicable Series of Transfer Restricted Securities shall otherwise
cooperate in the Company’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees
that any Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the Exchange
Offer (1) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon
Capital Holdings Corporation (available 


 


7

















 


May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993,
and similar no-action letters (which may include any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction and that such a secondary resale
transaction should be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K if the resales are of Exchange Securities
obtained by such Holder in exchange for Transfer Restricted Securities of the
same Series acquired by such Holder directly from the Company.


 


(b)           Shelf Registration Statement.  If required pursuant to
Section 4, in connection with a Shelf Registration Statement, each of the
Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof
and shall use commercially reasonable efforts to effect such registration to
permit the sale of each applicable Series of Transfer Restricted
Securities sold in accordance with the intended method or methods of distribution
thereof, and pursuant thereto each of the Company and the Guarantors will
prepare and file with the Commission a Shelf Registration Statement relating to
the registration on any appropriate form under the Securities Act within the
period specified in Section 4(a)(x) hereof, which form shall be
available for the sale of the Transfer Restricted Securities of each applicable
Series in accordance with the intended method or methods of distribution
thereof.


 


(c)           General Provisions.
 Except as otherwise provided
below, in connection with any Registration Statement and any Prospectus
required by this Agreement to permit the exchange or resale of any Series of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of any Series of
Exchange Securities by Broker-Dealers), each of the Company and the Guarantors
shall:


 


(i)            use commercially reasonable efforts to keep such
Registration Statement continuously effective and include or incorporate by
reference therein all requisite financial statements (including, if required by
the Securities Act or any regulation thereunder, financial statements of the
Guarantors) for the period specified in Section 3 or 4 hereof, as
applicable; and upon the occurrence of any event that would cause any such
Registration Statement or the Prospectus contained therein (A) to contain
a material misstatement or omission or (B) not to be effective and usable
for exchange or resale of each applicable Series of Transfer Restricted
Securities during the period required by this Agreement, the Company shall file
promptly an appropriate amendment to such Registration Statement, in the case
of clause (A), correcting any such misstatement or omission, and, in the case
of either clause (A) or (B), use commercially reasonable efforts to cause
such amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon
as practicable thereafter;


 


(ii)           prepare and file with the Commission such amendments and
post-effective amendments to the applicable Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable
period set forth in Section 3 or 4 hereof, as applicable, or such shorter
period as will terminate when each Series of Transfer Restricted
Securities covered by or related to such Registration Statement have been
exchanged or sold pursuant to such Registration Statement or are Freely Tradable
(other than such Securities held by affiliates of the Company); cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act,
and to comply fully with the applicable provisions of Rules 424 and 430A
under the Securities Act in a timely manner; and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such Registration Statement during the applicable period 


 


8

















 


in accordance with the intended method or
methods of distribution by the sellers thereof set forth in such Registration
Statement or supplement to the Prospectus;


 


(iii)          advise the underwriter(s), if any, and selling Holders of
securities covered by such Registration Statement promptly and, if requested by
such Persons, to confirm such advice in writing, (A) when the Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to any Registration Statement or any post-effective amendment
thereto, when the same has become effective, (B) of any request by the
Commission or any state securities commission for amendments to such
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such Registration
Statement under the Securities Act or of the suspension by any state securities
commission of the qualification of the applicable securities for offering or
sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of
any event that makes any statement of a material fact made in such Registration
Statement, the related Prospectus, any amendment or supplement thereto, or any
document incorporated by reference therein untrue, or that requires the making
of any additions to or changes in the Registration Statement or the Prospectus
in order to make the statements therein not misleading.  If at any time the Commission shall issue any
stop order suspending the effectiveness of any Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the applicable
securities under state securities or blue sky laws, each of the Company and the
Guarantors shall use its commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;


 


(iv)          in connection with any Shelf Registration Statement,
furnish without charge to the Trustee, each selling Holder named in such Shelf
Registration Statement, and each of the underwriter(s), if any, before filing
with the Commission, copies of such Shelf Registration Statement or any
Prospectus included therein or any amendments or supplements to any such Shelf
Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Shelf Registration Statement), which
documents will be subject to the review and comment of the Trustee, such
Holders and underwriter(s) in connection with such sale, if any, for a
period of at least five Business Days, and the Company will not file any such
Shelf Registration Statement or Prospectus or any amendment or supplement to
any such Shelf Registration Statement or Prospectus (including all such
documents incorporated by reference) to which the Trustee or the Majority
Holders of all applicable Series of Transfer Restricted Securities
registered under such Shelf Registration Statement or the underwriter(s), if
any, shall reasonably object in writing within five Business Days after the receipt
thereof (such objection to be deemed timely made upon confirmation of telecopy
transmission within such period).  The
objection of the Trustee or the Majority Holders of all applicable Series of
Transfer Restricted Securities registered under such Shelf Registration
Statement or underwriter(s), if any, shall be deemed to be reasonable if such
Shelf Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or
omission;


 


(v)           in connection with any Shelf Registration Statement, make
available at reasonable times for inspection by the managing underwriter(s), if
any, participating in any disposition pursuant to such Shelf Registration
Statement and any attorney or accountant retained by the managing underwriter(s) or
the Majority Holders of all applicable Series of Transfer Restricted
Securities registered under such Shelf Registration Statement, all financial
and other records, pertinent corporate documents and properties of each of the
Company and the Guarantors and cause the Company’s and the Guarantors’
officers, directors and employees to supply all


 


9
















 


information reasonably requested by any such
managing underwriter, attorney or accountant in connection with such Shelf
Registration Statement or any post-effective amendment thereto subsequent to
the filing thereof and prior to its effectiveness and to participate in
meetings with investors to the extent requested by the managing underwriter(s),
if any;  provided, however,
that each such party shall be required to maintain in confidence and not to
disclose to any other Person any information or records reasonably designated
by the Company or any of the Guarantors as being confidential, until such time
as (A) such information becomes a matter of public record (whether by
virtue of its inclusion in such Shelf Registration Statement or otherwise,
except as a result of a breach by any such party of this or any other
obligation of confidentiality to the Company or any of the Guarantors), (B) such
party shall be required to disclose such information pursuant to a subpoena or
order of any court or other governmental agency or body having jurisdiction
over the matter (subject to the requirements of such subpoena or order, and
only after such party shall have given the Company and the Guarantors prompt
prior written notice of such requirement; provided such
party is permitted to give such notice under the terms of such subpoena or
order), or (C) such information is required to be set forth in such Shelf
Registration Statement or the Prospectus included therein or an amendment or
supplement thereto in order that such Shelf Registration Statement, Prospectus,
amendment or supplement, as applicable, complies with applicable requirements
of the federal securities laws and the rules and regulations of the
Commission and does not contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 


(vi)                              in connection
with any Shelf Registration Statement, if requested by any Holders named in such
Shelf Registration Statement or the underwriter(s), if any, promptly
incorporate in such Shelf Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
Holders and underwriter(s), if any, may reasonably request to have included
therein if such information is required by the rules and regulations of
the Commission, including, without limitation, information relating to the “Plan
of Distribution” of each Series of Transfer Restricted Securities covered
by such Shelf Registration Statement, information with respect to the principal
amount of each such Series of Transfer Restricted Securities being sold to
such underwriter(s), the purchase price being paid therefor and any other terms
of the offering of each such Series of Transfer Restricted Securities to
be sold in such offering; and make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment;


 


(vii)                           in connection
with any Shelf Registration Statement, cause each Series of Transfer
Restricted Securities covered by such Shelf Registration Statement to be rated,
if not then rated, with the appropriate rating agencies, if so requested by the
Majority Holders of all applicable Series of Transfer Restricted
Securities covered thereby or by the underwriter(s), if any;


 


(viii)                        furnish to the
Trustee, each selling Holder and each of the underwriter(s), if any, without
charge, at least one copy of the applicable Registration Statement, as first
filed with the Commission, and of each amendment thereto, including financial
statements and schedules, all documents incorporated by reference therein and
all exhibits (including exhibits incorporated therein by reference) unless such
documents or exhibits are available on the Commission’s Electronic Data
Gathering Analysis and Retrieval system or the Interactive Data Electronic
Applications system;


 


10

















 


(ix)                                in connection
with any Shelf Registration Statement, deliver to each selling Holder of each Series of
Transfer Restricted Securities covered by such Shelf Registration Statement and
each of the underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) and any amendment or
supplement thereto as such Persons reasonably may request; each of the Company
and the Guarantors hereby consents to the use of the Prospectus and any
amendment or supplement thereto by each such selling Holder and each of the
underwriter(s), if any, in connection with the offering and the sale of each Series of
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;


 


(x)                                   in connection
with any Shelf Registration Statement, enter into such customary agreements
(including an underwriting agreement), and make such representations and
warranties, and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of each applicable Series of
Transfer Restricted Securities pursuant to any Shelf Registration Statement
contemplated by this Agreement, all to such extent as may be reasonably requested
by the Trustee, any Holder of such Series of Transfer Restricted
Securities covered by a Shelf Registration Statement or underwriter, if any, in
connection with any sale or resale pursuant to any Shelf Registration Statement
contemplated by this Agreement; and whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten
Registration, each of the Company and the Guarantors shall:


 


(A)                              furnish to the
Trustee, each selling Holder of such Series of Transfer Restricted
Securities covered by a Shelf Registration Statement and each underwriter, if
any, in such substance and scope as they may reasonably request and as are
customarily made by issuers to underwriters in primary underwritten offerings,
upon the effectiveness of the applicable Shelf Registration Statement:


 


(1)                                  an opinion,
dated the date of effectiveness of such Shelf Registration Statement of counsel
for the Company and the Guarantors, covering such matters as are customarily
covered in opinions requested in an underwritten offering and such other
matters as such parties may reasonably request, and in any event including a
statement to the effect that such counsel has participated in conferences with
officers and other representatives of the Company and the Guarantors,
representatives of the independent public accountants for the Company and the
Guarantors, representatives of the underwriter(s), if any, and counsel to the
underwriter(s), if any, in connection with the preparation of such Shelf Registration
Statement and the related Prospectus and have considered the matters required
to be stated therein and the statements contained therein, although such
counsel has not independently verified the accuracy, completeness or fairness
of such statements; and that such counsel advises that, on the basis of the
foregoing, no facts came to such counsel’s attention that caused such counsel
to believe that the applicable Shelf Registration Statement, at the time such
Shelf Registration Statement or any post-effective amendment thereto became
effective contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such
Shelf Registration Statement as of its date contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.  Without limiting
the foregoing, such counsel may state further that such counsel assumes no
responsibility for, and has not independently verified, the accuracy,
completeness 


 


11

















 


or fairness of the financial statements,
notes and schedules and other financial data included in any Shelf Registration
Statement contemplated by this Agreement or the related Prospectus; and


 


(2)                                  a customary
comfort letter, dated the date of effectiveness of any Shelf Registration
Statement, from the Company’s independent accountants, in the customary form
and covering matters of the type customarily requested to be covered in comfort
letters by underwriters in connection with primary underwritten offerings; and


 


(B)                                deliver such
other documents and certificates as may be reasonably requested by such parties
to evidence compliance with Section 6(c)(x)(A) hereof and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(x),
if any;


 


(xi)                                in connection
with any Shelf Registration Statement, prior to any public offering of any Series of
Transfer Restricted Securities, cooperate with the selling Holders of such Series of
Transfer Restricted Securities, the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of the
such Series of Transfer Restricted Securities under the state securities
or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may reasonably request and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions
of such Series of Transfer Restricted Securities covered by such Shelf
Registration Statement;  provided, however,
that none of the Company nor any Guarantor shall be required to register or
qualify as a foreign corporation where it is not then so qualified or to take
any action that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to such Shelf
Registration Statement, in any jurisdiction where it is not then so subject;


 


(xii)                             [Reserved]


 


(xiii)                          in connection
with any Shelf Registration Statement, cooperate with the selling Holders of
the Transfer Restricted Securities covered by such Shelf Registration Statement
and the underwriter(s), if any, to facilitate the timely preparation and
delivery of “global notes” representing each Series of Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable each Series of
such Transfer Restricted Securities to be in such denominations and registered
in such names as the Holders of the Transfer Restricted Securities covered by
such Shelf Registration Statement or the underwriter(s), if any, may request at
least two Business Days prior to any sale of such Transfer Restricted
Securities made by such Holders or underwriter(s);


 


(xiv)                         in connection
with any Shelf Registration Statement, use commercially reasonable efforts to
cause each Series of Transfer Restricted Securities covered by such Shelf
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof or the underwriter(s), if any, to consummate the disposition
of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xi)
hereof;


 


(xv)                            if any fact or
event contemplated by Section 6(c)(iii)(D) hereof shall exist or have
occurred, prepare a supplement or post-effective amendment to any Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required 


 


12

















 


document so that, as thereafter delivered to
the purchasers of Exchange Securities or Transfer Restricted Securities covered
by such Registration Statement, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 


(xvi)                         provide a CUSIP
number for all Securities not later than the effective date of the Registration
Statement covering such Securities and provide the Trustee under the Indenture
with printed certificates for such Securities which are in a form eligible for
deposit with The Depository Trust Company and take all other action necessary
to ensure that all such Securities are eligible for deposit with The Depository
Trust Company;


 


(xvii)                      cooperate and
assist in any filings required to be made with FINRA and in the performance of
any due diligence investigation by any underwriter (including any “qualified
independent underwriter”) that is required to be retained in accordance
with the rules and regulations of FINRA;


 


(xviii)                   otherwise use its
commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the
requirements of Rule 158 under the Securities Act (which need not be
audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which any Series of Transfer Restricted Securities are
sold to underwriters in a firm commitment or best efforts Underwritten Offering
or (B) if not sold to underwriters in such an offering, beginning with the
first month of the Company’s first fiscal quarter commencing after the
effective date of a Registration Statement;


 


(xix)                           cause the
Indenture to be qualified under the Trust Indenture Act not later than the
effective date of the first Registration Statement required by this Agreement,
and, in connection therewith, cooperate with the Trustee and the Holders of
Securities to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and to execute and use its commercially reasonable efforts to
cause the Trustee to execute all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner; and


 


(xx)                              [Reserved].


 


Each Holder agrees by
acquisition of any Series of Transfer Restricted Securities that, upon
receipt of any notice from the Company of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of such Series of Exchange Securities or Transfer
Restricted Securities pursuant to the applicable Registration Statement until
such Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(xv) hereof, or until it is advised in writing
(the “Advice”) by the
Company that the use of the Prospectus may be resumed, and has received copies
of any additional or supplemental filings that are incorporated by reference in
the Prospectus.  If so directed by the
Company, each applicable Holder will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Series of Exchange Securities
or Transfer Restricted Securities that was current at the time of receipt of
such notice.  In the event the Company
shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by the number of days during the period from and including
the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof
to and including 


 


13

















 


the
date when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv)
hereof or shall have received the Advice;
provided, however, that no such extension
shall be taken into account in determining whether Additional Interest is due
pursuant to Section 5 hereof or the amount of such Additional Interest
with respect to the each Series of Transfer Restricted Securities covered
by or related to such Registration Statement, it being agreed that the Company’s
option to suspend use of a Registration Statement pursuant to this paragraph
shall be treated as a Registration Default for purposes of Section 5
hereof in the case of an Exchange Offer Registration Statement required pursuant
to Section 3 hereof, if such suspension exceeds an aggregate of 30 days in
any three-month period or an aggregate of 60 days in any six-month period, and
in the case of a Shelf Registration Statement required pursuant to Section 4,
if such suspension exceeds an aggregate of 60 days in any three month period or
an aggregate of 90 days in any calendar year.


 


(d)                                 Underwritten Offerings.  Notwithstanding anything to the contrary
contained in this Agreement, the Company shall not be obligated to undertake an
Underwritten Offering pursuant to a Shelf Registration Statement within six (6) months
following any Underwritten Offering (whether or not pursuant to a Shelf
Registration Statement).


 


SECTION 7.                                Registration
Expenses.


 


(a)                                  All expenses
incident to the Company’s and the Guarantors’ performance of or compliance with
this Agreement will be borne by the Company and the Guarantors, jointly and
severally, regardless of whether a Registration Statement becomes effective,
including, without limitation:  (i) all
registration and filing fees and expenses (including any filings made by any
Holder with FINRA (and, if applicable, the fees and expenses of any “qualified
independent underwriter” and its counsel that may be required by the rules and
regulations of FINRA)) and all rating agency fees; (ii) all fees and
expenses of compliance with federal securities and state securities or blue sky
laws; (iii) all expenses of printing (including printing certificates for
the Exchange Securities to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all
fees and disbursements of counsel for the Company, the Guarantors and the
Trustee; (v) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance;
and (vi) all fees and disbursements relating to the qualification of the
Indenture under the Trust Indenture Act of 1939, as amended).


 


Each of the Company and the
Guarantors will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and
expenses of any Person, including special experts, retained by the Company or
the Guarantors.


 


(b)                                 In connection
with a Shelf Registration Statement, the Company and the Guarantors, jointly
and severally, will reimburse the Holders of all Series of Transfer Restricted
Securities being resold pursuant to the “Plan of Distribution” contained in
such Shelf Registration Statement for the reasonable fees and disbursements of
not more than one counsel as may be chosen by the vote of the Holders of the
majority in aggregate principal amount of all Series of Transfer
Restricted Securities for whose benefit such Shelf Registration Statement is
being prepared.


 


SECTION 8.                                Indemnification.


 


(a)                                  Each of the
Company and the Guarantors, jointly and severally, agrees to indemnify and hold
harmless each Holder, its directors and officers, and each person, if any, who
controls any Holder 


 


14

















 


within the meaning of the
Securities Act and the Exchange Act against any loss, claim, damage, liability
or expense, as incurred, to which such Holder, director, officer or controlling
person may become subject, under the Securities Act, the Exchange Act or other
U.S. federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is
effected with the prior written consent of the Company), insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein not misleading; and to reimburse each Holder and each such director,
officer, employee or controlling person for any and all expenses (including the
fees and disbursements of counsel) as such expenses are reasonably incurred by
such Holder or such director, officer or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action;  provided,  however,
that the Company and the Guarantors will not be liable in any case to the
extent such loss, claim, damage, liability or expense arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use in any Registration
Statement or Prospectus (or any amendment or supplement thereto).  The indemnity agreement set forth in this Section 8(a) shall
be in addition to any liabilities that the Company and the Guarantors may
otherwise have.


 


(b)                                 Each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company,
each Guarantor, each of their respective directors, each of their respective
officers who sign a Registration Statement and each person, if any, who
controls the Company or any Guarantor within the meaning of the Securities Act
or the Exchange Act, against any loss, claim, damage, liability or expense, as
incurred, to which the Company, any Guarantor or any such director, officer or
controlling person may become subject, under the Securities Act, the Exchange
Act, or other U.S. federal or state statutory law or regulation, or at common
law or otherwise (including in settlement of any litigation, if such settlement
is effected with the written consent of the Majority Holders of all applicable
Series), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Registration
Statement or Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by
such Holder expressly for use therein; and to reimburse the Company, any
Guarantor and each such director and officer or controlling person for any and
all expenses (including the fees and disbursements of counsel) as such expenses
are reasonably incurred by the Company, any Guarantor or such director, officer
or controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action.  The indemnity agreement set
forth in this Section 8(b) shall be in addition to any liabilities
that each Holder may otherwise have.


 


(c)                                  Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8
notify the indemnifying party in writing of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party for contribution or
otherwise other than under the indemnity agreement contained in this Section 8
or from any liability it may have under this Section 8 to the extent it is
not materially prejudiced as a proximate result of such failure.  In case any such action is brought against
any indemnified party and such indemnified party seeks or intends to seek
indemnity 


 


15

















 


from an indemnifying party,
the indemnifying party will be entitled to participate in and, to the extent
that it shall elect, jointly with all other indemnifying parties similarly
notified, by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified party;  provided,
however, if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that a conflict may arise
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf
of such indemnified party or parties. 
Upon receipt of notice from the indemnifying party to such indemnified
party of such indemnifying party’s election so to assume the defense of such
action and reasonable approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this Section 8
for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof unless (i) the indemnified party
shall have employed separate counsel in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel
(together with local counsel), reasonably approved by the indemnifying party,
representing the indemnified parties who are parties to such action) or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action, in each of which cases the
fees and expenses of counsel shall be at the expense of the indemnifying party.


 


(d)                                 The
indemnifying party under this Section 8 shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party against any loss,
claim, damage, liability or expense by reason of such settlement or
judgment.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent (i) includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such action, suit
or proceeding and (ii) does not include any statements as to or any
findings of fault, culpability or failure to act by or on behalf of any
indemnified party.


 


(e)                                  If the
indemnification provided for in Section 8 hereof is for any reason held to
be unavailable to or otherwise insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount paid or payable by such indemnified party, as incurred, as a
result of any losses, claims, damages, liabilities or expenses referred to
therein, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors, on the one hand, and the
Holders, on the other hand, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantors, on the one hand, and
the Holders, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations.  The relative benefits received by the Company
and the Guarantors, on the one hand, and the Holders, on the other hand, shall
be determined in a manner as is appropriate to reflect the relative economic
benefits of the Company and the Guarantors, on the one hand, and the Holders,
on the other hand, in the matters contemplated by this Agreement.  The relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, shall be
determined by reference to, among other things, whether any 


 


16

















 


such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company and the
Guarantors, on the one hand, or the Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


(f)                                    The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in Section 8 hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.  The
provisions set forth in Section 8 hereof with respect to notice of
commencement of any action shall apply if a claim for contribution is to be
made under Section 8(e) above;
provided,  however,
that no additional notice shall be required with respect to any action for
which notice has been given under Section 8 hereof for purposes of
indemnification.  The Company, the
Guarantors and each Holder agree that it would not be just and equitable if
contribution pursuant to Section 8(e) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in Section 8(e).


 


(g)                                 Notwithstanding
the provisions of Section 8(e), no Holder shall be required to contribute
any amount in excess of the dollar amount by which the total net profit
received by such Holder from the sale of any Securities exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11 of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The
Holders’ obligations to contribute pursuant to Section 8(e) above are
several, and not joint, on a pro rata basis based on such Holder’s aggregate
principal amount of Transfer Restricted Securities included in or related to
such Registration Statement or Prospectus. 
For purposes of Section 8(e) above, each director, officer and
employee of a Holder and each person, if any, who controls a Holder within the
meaning of the Securities Act and the Exchange Act shall have the same rights
to contribution as such a Holder, and each director and officer of the Company
or any Guarantor, and each person, if any, who controls the Company or any
Guarantor within the meaning of the Securities Act and the Exchange Act shall
have the same rights to contribution as the Company and the Guarantors.


 


SECTION 9.                                Participation
in Underwritten Registrations.


 


No Holder may participate in
any Underwritten Registration hereunder unless such Holder (a) agrees to
sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such
underwriting arrangements.


 


SECTION 10.                          Selection of
Underwriters.


 


The Holders covered by a
Shelf Registration Statement who desire to do so may sell each Series of
Transfer Restricted Securities covered by such Shelf Registration Statement in
an Underwritten Offering.  In any such
Underwritten Offering, the investment banker(s) and managing underwriter(s) that
will administer such offering will be selected by the vote of the Holders of
the majority in aggregate principal amount of all Series of Transfer
Restricted Securities included in such offering;  provided, however, that such investment
banker(s) and managing underwriter(s) must be reasonably satisfactory
to the Company.


 


17

















 


SECTION 11.                          Miscellaneous.


 


(a)                                  Remedies.  Subject to Section 4(a) hereof, each
of the Company and the Guarantors hereby agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


(b)                                 No Inconsistent Agreements.  Each of the Company and the Guarantors will
not on or after the date of this Agreement enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Company’s or any of the Guarantors’ securities
under any agreement in effect on the date hereof.


 


(c)                                  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has (i) in
the case of Section 5 hereof and this Section 11(c)(i), obtained the written
consent of Holders of all outstanding Transfer Restricted Securities and (ii) in
the case of all other provisions hereof, obtained in the case of any Series of
Securities, the written consent of the Holders of a majority of the aggregate
principal amount of such Series of Transfer Restricted Securities
outstanding (in either case, excluding any Transfer Restricted Securities held
by the Company or its affiliates). 
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders whose
securities are being tendered pursuant to an Exchange Offer and that does not
affect directly or indirectly the rights of other Holders whose securities are
not being tendered pursuant to such Exchange Offer may be given by the Holders
of a majority of the outstanding principal amount of each such Series of
Transfer Restricted Securities being tendered.


 


(d)                                 Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex,
telecopier, facsimile, or air courier guaranteeing overnight delivery:


 


(i)                                     if to a Holder,
at the address set forth on the records of the Registrar under the Indenture,
with a copy to the Registrar under the Indenture;


 


(ii)                                  and if to the
Company:


 


iStar
Financial Inc.

1114 Avenue of the Americas, 39th Floor

New York, NY  10036

Facsimile:  (212) 930-9400

Attention:  Chief Executive Officer


 


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.


 


18

















 


All such notices and
communications 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 answered back, if telexed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.


 


Copies of all such notices,
demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee at the address specified
in the applicable Indenture.


 


(e)                                  Successors and Assigns.
 This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including, without limitation, and without the need for an express
assignment, subsequent Holders;  provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Securities from such Holder.


 


(f)                                    Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(g)                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(h)                                 Governing Law; Waiver of Jury Trial.
 THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AS
APPLIED TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.  ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO
ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED.


 


(i)                                     Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


(j)                                     Entire Agreement.  This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted by the Company with respect to the Transfer Restricted
Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


(k)                                  Third-Party Beneficiaries.
 Holders (including
Broker-Dealers holding Transfer Restricted Securities) are express and intended
third-party beneficiaries of this Agreement, and this Agreement may be enforced
by such Persons.


 


[Signature Pages follow]


 


19
















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


 


	
   

  	
  iSTAR
  FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  11TH AVENUE B PARTICIPATION LLC,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASTAR
  FRR TX1 LP, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASTAR
  FRR TX1 GENPAR LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASTAR
  G1A NH1, LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  



20

















 


	
   

  	
  AUTOSTAR
  F FUNDING LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CTL
  I MARYLAND INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLORIDA
  2005 THEATERS LLC,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  BLUES LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  BOWLING CENTERS I LLC,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  



 


21

















 


	
   

  	
  iSTAR
  BOWLING CENTERS I LP,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  BOWLING CENTERS II LLC,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  BOWLING CENTERS II LP,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  COLUMBUS CIRCLE LLC,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  CTL I GENPAR, INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  



 


22

















 


	
   

  	
  iSTAR
  CTL I, L.P., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  HQ I GENPAR INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  HQ I, L.P., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  TARA HOLDINGS LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  TARA LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MSK
  RESORT FINANCE LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  



 


23

















 


	
   

  	
  SFI
  I, LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SFT
  II, INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRINET ESSENTIAL FACILITIES X, INC.,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRINET ESSENTIAL FACILITIES XXVII, INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D. Burns

  
	
   

  	
   

  	
  Name:

  	
  James
  D. Burns

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  Financial Officer and Treasurer

  



 


24

















 


	
   

  	
  BANC OF AMERICA SECURITIES
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew C. Karp

  
	
   

  	
   

  	
  Name:

  	
  Andrew
  C. Karp

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIGROUP
  GLOBAL MARKETS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael S. Zicari

  
	
   

  	
   

  	
  Name:

  	
  Michael
  S. Zicari

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P.
  MORGAN SECURITIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Bottamedi

  
	
   

  	
   

  	
  Name:

  	
  Robert
  Bottamedi

  
	
   

  	
   

  	
  Title:

  	
  Vice-President

  



 


25