Exhibit
4.1


 


 


 


iSTAR FINANCIAL INC.


5.500% SENIOR NOTES DUE
2012






SIXTEENTH
SUPPLEMENTAL 


INDENTURE


Dated as of March
9, 2007






US BANK TRUST
NATIONAL 

ASSOCIATION




Trustee

















CROSS-REFERENCE
TABLE*


	
  Trust

  Act Section

  	
  Indenture

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
  7.10

  
	
   

  	
  (a)(2)

  	
  7.10

  
	
   

  	
  (a)(3)

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
  7.10

  
	
   

  	
  (b)

  	
  7.10

  
	
   

  	
  (c)

  	
  N.A.

  
	
  311

  	
  (a)

  	
  7.11

  
	
   

  	
  (b)

  	
  7.11

  
	
   

  	
  (c)

  	
  N.A.

  
	
  312

  	
  (a)

  	
  2.05

  
	
   

  	
  (b)

  	
  11.03

  
	
   

  	
  (c)

  	
  11.03

  
	
  313

  	
  (a)

  	
  7.06

  
	
   

  	
  (b)(2)

  	
  7.07

  
	
   

  	
  (c)

  	
  7.06;11.02

  
	
   

  	
  (d)

  	
  7.06

  
	
  314

  	
  (a)

  	
  4.03;11.02

  
	
   

  	
  (c)(1)

  	
  11.04

  
	
   

  	
  (c)(2)

  	
  11.04

  
	
   

  	
  (c)(3)

  	
  N.A.

  
	
   

  	
  (e)

  	
  11.05

  
	
   

  	
  (f)

  	
  N.A.

  
	
  315

  	
  (a)

  	
  7.01

  
	
   

  	
  (b)

  	
  7.05,11.02

  
	
   

  	
  (c)

  	
  7.01

  
	
   

  	
  (d)

  	
  7.01

  
	
   

  	
  (e)

  	
  6.11

  
	
  316

  	
  (a) (last
  sentence)

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
  6.04

  
	
   

  	
  (a)(2)

  	
  N.A.

  
	
   

  	
  (b)

  	
  6.07

  
	
   

  	
  (c)

  	
  2.13

  
	
  317

  	
  (a)(1)

  	
  6.08

  
	
   

  	
  (a)(2)

  	
  6.09

  
	
   

  	
  (b)

  	
  2.04

  
	
  318

  	
  (a)

  	
  11.01

  
	
   

  	
  (b)

  	
  N.A.

  
	
   

  	
  (c)

  	
  11.01

  
				







N.A. means not applicable.


*  This Cross-Reference Table is not part of the
Indenture.


















TABLE OF CONTENTS


 


	
  

  	
   

  	
   

  
	
  ARTICLE 1

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.02.

  	
  Other
  Definitions

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 1.04.

  	
  Rules of
  Construction

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  THE NOTES

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and Dating

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Execution and
  Authentication

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Registrar and
  Paying Agent

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Paying Agent to
  Hold Money in Trust

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Holder Lists

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Transfer and
  Exchange

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Replacement
  Notes

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Outstanding
  Notes

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Treasury Notes

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Temporary Notes

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Cancellation

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  Defaulted
  Interest

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  Record Date

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 2.14.

  	
  CUSIP Numbers

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  REDEMPTION AND PREPAYMENT

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Notices to
  Trustee

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Selection of
  Notes to Be Redeemed

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Notice of
  Redemption

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Effect of Notice
  of Redemption

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  Deposit of
  Redemption Price

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
  Notes Redeemed
  in Part

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.07.

  	
  Optional
  Redemption

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.08.

  	
  Mandatory
  Redemption

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  COVENANTS

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Notes

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Maintenance of
  Office or Agency

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Reports to
  Holders

  	
  25

  



 



 i
 









 


	
  Section 4.04.

  	
  Compliance
  Certificate

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
  Taxes

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.06.

  	
  Stay, Extension
  and Usury Laws

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.07.

  	
  Limitation on
  Incurrence of Additional Indebtedness

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.08.

  	
  Corporate
  Existence

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.09.

  	
  Maintenance of
  Total Unencumbered Assets

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 4.10.

  	
  Offer to
  Repurchase Upon Change of Control Triggering Event

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 4.11.

  	
  Termination of
  Certain Covenants if Certain Ratings are Assigned

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 4.12.

  	
  Maintenance of
  Properties; Books and Records; Compliance with Law

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  SUCCESSORS

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Merger,
  Consolidation, or Sale of Assets

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Successor
  Corporation Substituted

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  DEFAULTS AND REMEDIES

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Acceleration

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Other Remedies

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Waiver of Past
  Defaults

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Control by
  Majority

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Limitation on
  Suits

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Rights of
  Holders of Notes to Receive Payment

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Collection Suit
  by Trustee

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Trustee May File
  Proofs of Claim

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
  Priorities

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
  Undertaking for
  Costs

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  TRUSTEE

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties of
  Trustee

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Rights of
  Trustee

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  Individual
  Rights of Trustee

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Trustee’s
  Disclaimer

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Notice of
  Defaults

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Reports by
  Trustee

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Compensation and
  Indemnity

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Replacement of
  Trustee

  	
  37

  



 



 ii
 









 


	
  Section 7.09.

  	
  Successor
  Trustee by Merger, etc.

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.10.

  	
  Eligibility;
  Disqualification

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Preferential
  Collection of Claims

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Option to Effect
  Legal Defeasance or Covenant Defeasance

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Legal Defeasance
  and Discharge

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Covenant
  Defeasance

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Conditions to
  Legal or Covenant Defeasance

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Deposited Money and
  Government Securities to be Held in Trust; Other Miscellaneous Provisions

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Repayment to
  Company

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.07.

  	
  Reinstatement

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Without Consent
  of Holders of Notes

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  With Consent of
  Holders of Notes

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Compliance with
  Trust Indenture Act

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Revocation and
  Effect of Consents

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Notation on or
  Exchange of Notes

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.06.

  	
  Trustee to Sign
  Amendments, etc

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  SATISFACTION AND DISCHARGE

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Satisfaction and
  Discharge

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  Application of
  Trust Money

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  MISCELLANEOUS

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Trust Indenture
  Act Controls

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  Notices

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
  Communication by
  Holders of Notes with Other Holders of Notes

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 11.04.

  	
  Certificate and
  Opinion as to Conditions Precedent

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
  Statements
  Required in Certificate or Opinion

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 11.06.

  	
  Rules by Trustee
  and Agents

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.07.

  	
  No Personal
  Liability of Directors, Officers, Employees and Stockholders

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.08.

  	
  Governing Law

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.09.

  	
  No Adverse
  Interpretation of Other Agreements

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.10.

  	
  Successors

  	
  47

  



 



 iii
 









 


	
  Section 11.11.

  	
  Severability

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.12.

  	
  Counterpart
  Originals

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.13.

  	
  Table of Contents,
  Headings, etc.

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.14.

  	
  Conflicts with
  Indenture

  	
  47

  



 


EXHIBITS


Exhibit A                                               FORM OF
NOTE



 iv















SUPPLEMENTAL INDENTURE dated as of March 9, 2007
between iStar Financial Inc., a Maryland corporation (the “Company”),
and US Bank Trust National Association, as trustee (the “Trustee”).


The Company has heretofore delivered to the Trustee an
Indenture dated as of February 5, 2001, a form of which has been filed
with the Securities and Exchange Commission under the Securities Act as an
exhibit to the Company’s Registration Statement on Form S-3 (Registration No.
333-124795), providing for the issuance from time to time of debt securities of
the Company.


The Board of Directors of the Company has duly adopted
resolutions authorizing the Company to execute and deliver this Supplemental
Indenture.


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


ARTICLE 1


DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.      Definitions.


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


“Additional Notes”
means additional Notes (other than the Initial Notes) issued under this
Supplemental Indenture in accordance with Section 2.02 and 4.07.


“Affiliate” means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such specified
Person. The term “control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled”    have meanings correlative of the foregoing.


“Agent” means
any Registrar, Paying Agent or
co-registrar.


“Applicable Premium”
means, with respect to the Notes at any Redemption Date, the greater of:
(1) 1.0% of the principal amount of such Note; and (2) the excess of
(a) the present value at such Redemption Date of (i) the outstanding principal amount of such Note
on the redemption date plus (ii) all required remaining scheduled interest
payments due on such Note through June 15, 2012, computed using a discount rate
equal to the Treasury Rate plus 20 basis points over (b) the outstanding
principal amount of such Note on such Redemption Date.  Calculation of the Applicable Premium will be
made by the Company or on behalf of the Company by such Person as the Company
shall designate; provided, however, that such
calculation shall not be a duty or obligation of the Trustee.













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


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


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


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


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


“Bankruptcy Law”
means Title 11, United States Bankruptcy Code of 1978, as amended, or any
similar United States federal or state law
relating to bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization or relief of debtors or any amendment to, succession to or
change in any such law.


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


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


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


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


“Capitalized Lease
Obligation” means, as to any Person, the obligations of such Person
under a lease that are required to be classified and accounted for as capital
lease obligations under GAAP and, for 



 2
 









purposes of this definition, the amount of such
obligations at any date shall be the capitalized amount of such obligations at
such date, determined in accordance with GAAP.


“Capital Stock”
means:


(1)           with
respect to any Person that is a corporation, any and all shares, interests,
participations or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of Common Stock and
Preferred Stock of such Person; and


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


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


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


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


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


(4)           the
replacement of a majority of the Board of Directors of the Company over a
two-year period from the directors who constituted the Board of Directors of
the Company at the beginning of such period, and such replacement shall not
have been approved by a vote of at least a majority of the Board of Directors
of the Company then still in office who either were members of such Board of
Directors at the beginning of such period or whose election as a member of such
Board of Directors was previously so approved.


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


“Code” means the
Internal Revenue Code of 1986, as amended, and any successor statute thereto,
as interpreted by the rules and regulations thereunder,
in each case as in effect from time to time.


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


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



 3
 









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


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


(1)           Consolidated
Net Income; and


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


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


(b)           Consolidated Interest Expense; and


(c)           depreciation, depletion and
amortization;


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


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


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


(2)           any
asset sales or other dispositions or any asset originations, asset purchases,
Investments and Asset Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of
such Person or one of its Subsidiaries (including any Person who becomes a
Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness and also including any
Consolidated EBITDA (including any pro forma expense and cost reductions
calculated on a basis consistent with Regulation S-X under the Exchange
Act) attributable to the assets which are originated or purchased, the Investments
that are made and the assets that are the subject of the Asset Acquisition or
asset sale or other disposition during the Four Quarter Period) occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such asset
sale or other disposition or asset origination, asset purchase, Investment or
Asset Acquisition (including the incurrence, assumption or liability for any
such Acquired Indebtedness) occurred on the first day of the Four Quarter
Period.  If such Person or any of its
Subsidiaries directly or indirectly guarantees 



 4
 









Indebtedness of a third
Person, the preceding sentence shall give effect to the incurrence of such
guaranteed Indebtedness as if such Person or any Subsidiary of such Person had
directly incurred or otherwise assumed such guaranteed Indebtedness.


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


(1)           Consolidated
Interest Expense; plus


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


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


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


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


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


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


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


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


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


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


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



 5
 









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


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


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


“Consolidated Net Worth”  of any Person means the consolidated
stockholders’ equity of such Person, as of the end of the last completed fiscal
quarter ending on or prior to the date of the transaction giving rise to the
need to calculate Consolidated Net Worth determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person and interests in such Person’s
Consolidated Subsidiaries not owned, directly or indirectly, by such Person.


“Consolidated Subsidiary”
means, with respect to any Person, a Subsidiary of such Person, the financial
statements of which are consolidated with the financial statements of such
Person in accordance with GAAP.


“Corporate Trust Office of
the Trustee” shall be at the address of the Trustee specified in
Section 11.02 or such other address as to which the Trustee may give
notice to the Company.


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


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


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


“Definitive Note”
means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06, in the form of Exhibit A except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.


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


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



 6
 









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


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


“Existing Credit Agreements”
mean: (1) Revolving Credit Agreement, dated
as of April 19, 2004 and as amended and restated as of June 28, 2006, among the
Company, the lenders party thereto and JP Morgan Chase Bank, as administrative
agent; and (2) the amended and restated credit facility between Deutsche Bank
AG, New York Branch, and iStar DB Seller LLC, dated as of January 9, 2006, in
each case together with the related documents thereto (including, without
limitation, any security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder (provided that
such increase in borrowings is permitted by Section 4.07 hereof or adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.


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


“Fitch” means
Fitch Ratings or any successor rating agency.


“GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States.  For the avoidance of
doubt, revenues, expenses, gains and losses that are included in results of
discontinued operations because of the application of SFAS No. 144 will be
treated as revenues, expenses, gains and losses from continuing operations.


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


“Global Notes”
means, individually and collectively, the Global Notes, in the form of
Exhibit A, issued in accordance with Section 2.01 or 2.06.


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


“Holder” or “Noteholder” means a Person in whose name a Note is
registered.


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


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



 7
 









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


(3)           all
Capitalized Lease Obligations of such Person;


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


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


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


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


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


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


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


“Indenture”
means the Indenture dated as of February 5, 2001 between the Company and
the Trustee as amended or supplemented from time to time.


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


“Initial Notes”
means the $300 million principal amount of 5.500% Senior Notes due 2012 of the
Company issued on the Issue Date.


“Interest Payment Date”
means June 15 and December 15 of each year commencing June 15, 2007.



 8
 









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


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


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


“Issue Date”
means March 9, 2007, the date of
original issuance of the Initial Notes.


“Lien” means any
lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance
of any kind (including any conditional sale
or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).


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


“Moody’s” means
Moody’s Investors Service, Inc or any successor rating agency.


“Non-Recourse Indebtedness”
means any of the Company’s or any of its Subsidiaries’ Indebtedness that is:


(1)           specifically
advanced to finance the acquisition of investment assets and secured only by
the assets to which such Indebtedness relates without recourse to the Company
or any of its Subsidiaries (other than subject to such customary carve-out
matters for which the Company or its Subsidiaries acts as a guarantor in
connection with such Indebtedness, such as fraud, misappropriation and
misapplication, unless, until and for so long as a claim for payment or
performance has been made thereunder (which has not been satisfied) at
which time the obligations with respect to any such customary carve-out shall
not be considered Non-Recourse Indebtedness, to the extent that such claim is a
liability of the Company for GAAP purposes);


(2)           advanced
to any of the Company’s Subsidiaries or group of its Subsidiaries formed for
the sole purpose of acquiring or holding investment assets against which a loan
is obtained that is made without recourse to, and with no cross-collateralization
against, the Company or any of the Company’s Subsidiaries’ other assets (other
than subject to such customary carve-out matters for which the Company or its
Subsidiaries acts as a guarantor in connection with such Indebtedness, such as
fraud, misappropriation and misapplication, unless, until and for so long as a
claim for payment or performance has been made thereunder (which has 



 9
 









not been
satisfied) at which time the obligations with respect to any such
customary carve-out shall not be considered Non-Recourse Indebtedness, to the
extent that such claim is a liability of the Company for GAAP
purposes) and upon complete or partial liquidation of which the loan must
be correspondingly completely or partially repaid, as the case may be; or


(3)           specifically
advanced to finance the acquisition of real property and secured by only the
real property to which such Indebtedness relates without recourse to the
Company or any of its Subsidiaries (other than subject to such customary
carve-out matters for which the Company or its Subsidiaries acts as a guarantor
in connection with such Indebtedness, such as fraud, misappropriation and
misapplication, unless, until and for so long as a claim for payment or
performance has been made thereunder (which has not been satisfied) at
which time the obligations with respect to any such customary carve-out shall
not be considered Non-Recourse Indebtedness, to the extent that such claim is a
liability of the Company for GAAP purposes).


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


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


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


“Officers’ Certificate”
means, with respect to any Person, a certificate signed by two Officers of such
Person; provided, however, that every Officers’
Certificate with respect to compliance with a covenant or condition provided
for in this Supplemental Indenture shall include (i) a statement that the
Officers making or giving such Officers’ Certificate have read such condition
and any definitions or other provisions contained in this Supplemental
Indenture relating thereto and (ii) a statement as to whether, in the
opinion of the signers, such conditions have been complied with.


“Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee
that meets the requirements of Section 11.05.  The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.


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


“Permitted Holder(s)”
means SOFI-IV SMT Holdings, L.L.C. and Starwood Capital Group, L.L.C. and each
of their respective Affiliates.


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


(1)           Indebtedness under: (a) the Notes and the Company’s $250.0
million aggregate principal amount of 5.850% Senior Notes due 2017 issued on
the Issue Date; (b) the Company’s $500.0 million aggregate principal amount of
Senior Floating Rate Notes due 2010 issued on the Issue Date; (c) the Company’s
$889.7 million aggregate principal amount of 5.95% Senior Notes due 2013 that
were issued on September 22, 2006 and October 18, 2006; (d) the Company’s
$500.0 million aggregate principal amount of Senior Floating Rate Notes due
2009 that were issued on September 18, 2006; (e) the Company’s



 10















$500.0
million aggregate principal amount of 5.875% Senior Notes due 2016 and the
$500.0 million aggregate principal amount of 5.650% Senior Notes due 2011 that
were issued on February 21, 2006; (f) the Company’s $250.0 million aggregate
principal amount of 5.80% Senior Notes due 2011 and the $225.0 million Senior
Floating Rate Notes due 2009 that were issued on December 14, 2005; (g) the
Company’s $100.0 million in unsecured floating rate trust preferred securities
that were issued on September 14, 2005; (h) the Company’s $250.0 million
aggregate principal amount of 5.375% Senior Notes due 2010 that were issued on
April 21, 2005; (i) the Company’s $250.0 million aggregate principal amount of
6.05% Senior Notes due 2015 that were issued on April 21, 2005; (j) the Company’s
$50.0 million aggregate principal amount of 7.95% Senior Notes due 2006, which
the Company assumed as a result of the merger of TriNet with iStar on March 30,
2005; (k) the Company’s $700.0 million aggregate principal amount of 5.15%
Senior Notes due 2012 and the $400.0 million aggregate principal amount of
floating rate notes due 2008 that were issued on March 1, 2005; (l) the Company’s
$250.0 million aggregate principal amount of 5.70% Notes due 2014 issued on
March 9, 2004, and an additional $117.0 million aggregate amount of 5.70% Notes
due 2014 issued on March 1, 2005 in connection with the Company’s exchange
offer for TriNet Corporate Realty Trust, Inc.’s 7.70% Notes due 2017; (m) the
Company’s $200.0 million aggregate principal amount of floating rate notes due
2007 that were issued on March 12, 2004 and May 10, 2004; (n) the Company’s
$250.0 million aggregate principal amount of 5.125% Notes due 2011 that were
issued on March 30, 2004; (o) the Company’s $350.0 million aggregate principal
amount of 4.875% Senior Notes due 2009 that were issued on January 23, 2004;
(p) the Company’s $350.0 million aggregate principal amount of 6.00% Senior
Notes due 2010 that were issued on December 12, 2003; (q) the Company’s $150.0
million aggregate principal amount of 6.50% Senior Notes due 2013 that were
issued on December 12, 2003; (r) the Company’s $185.0 million aggregate
principal amount of 7.00% Senior Notes due 2008 that were issued in March and
April of 2003; and (s) the Company’s $50.3 million aggregate principal amount
of 8.75% Senior Notes due 2008 that were issued on August 16, 2001;


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


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


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


(5)           Indebtedness
under Currency Agreements; provided that
in the case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the 



 11
 









Indebtedness of the
Company and its Subsidiaries outstanding other than as a result of fluctuations
in foreign currency exchange rates or by reason of fees, indemnities and
compensation payable thereunder;


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


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


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


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


(10)         Refinancing
Indebtedness; and


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


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


“Person” means
an individual, partnership, corporation, unincorporated organization, trust or
joint venture, or a governmental agency or political subdivision thereof.


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



 12
 









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


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


“Redemption Date”
has the meaning given such term in Section 3.07.


“Redemption Price”
has the meaning given such term in Section 3.07.


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


“Refinancing Indebtedness”
means any Refinancing by the Company or any Subsidiary of the Company of
Indebtedness incurred in accordance with Section 4.07 hereof (other than
pursuant to clauses (2), (4), (5), (6), (7), (8), (9) or (11) of the
definition of Permitted Indebtedness), in each case that does not:


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


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


“REIT” means
Real Estate Investment Trust.


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


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


“Securities Act”
means the Securities Act of 1933, as amended.



 13
 









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


“S&P” means
Standard & Poor’s Ratings Group, a division of McGraw Hill Inc. or any
successor rating agency.


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


“Subsidiary,”
with respect to any Person, means:


(1)           any
corporation of which the outstanding Capital Stock having at least a majority
of the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such
Person; or


(2)           any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.


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


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


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


(2)           all
other assets (but excluding intangibles and accounts receivable) of the
Company and its Subsidiaries not securing any portion of Secured Indebtedness
determined on a consolidated basis in accordance with GAAP.


“Treasury Rate” means, with respect to a Redemption Date, the
yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15(519) that has become publicly
available on the third Business Day prior to our providing notice of redemption
(or, if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from such
Redemption Date to the maturity date of the Notes; provided,
however, that if the period from such
Redemption Date to the maturity date is not equal to the constant maturity of
the United States Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period
from such Redemption Date to the maturity date is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.


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


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



 14
 









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


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


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


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


Section 1.02.      Other Definitions.




	
  Term

  	
  Defined in

  Section

  
	
   

  	
   

  
	
  “Authentication
  Order”

  	
  2.02

  
	
  “Change
  of Control Date”

  	
  4.10

  
	
  “Change
  of Control Payment Date”

  	
  4.10

  
	
  “Change
  of Control Offer”

  	
  4.10

  
	
  “Change
  of Control Purchase Date”

  	
  4.10

  
	
  “Change
  of Control Purchase Price”

  	
  4.10

  
	
  “Covenant
  Defeasance”

  	
  8.03

  
	
  “DTC”

  	
  2.03

  
	
  “Event
  of Default”

  	
  6.01

  
	
  “incur”

  	
  4.07

  
	
  “Legal
  Defeasance”

  	
  8.02

  
	
  “Paying
  Agent”

  	
  2.03

  
	
  “Redemption
  Date”

  	
  3.07

  
	
  “Registrar”

  	
  2.03

  
	
  “Surviving
  Entity”

  	
  5.01

  






 


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


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


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


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



 15
 









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


(c)           “or”
is not exclusive;


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


(e)           provisions
apply to successive events and transactions; and


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


ARTICLE 2


THE NOTES


Section 2.01.          Form and Dating.


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


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


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


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


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


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



 16
 









The Trustee shall, upon a written order of the Company
signed by one or more Officers (an “Authentication Order”),
authenticate Notes for original issue on the Issue Date in aggregate principal
amount not to exceed $300.0 million (other than as provided in
Section 2.07).  The Trustee shall
authenticate Additional Notes thereafter (so long as permitted by the terms of
this Supplemental Indenture) for original issue upon one or more
Authentication Orders in aggregate principal amount as specified in such order
(other than as provided in Section 2.07). 
Each such Authentication Order shall specify the amount of Notes to be
authenticated, whether the Notes are to be Initial Notes or Additional Notes
and whether the Notes are to be issued as Definitive Notes or Global Notes or
such other information as the Trustee shall reasonably request.


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


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


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


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


Section 2.04.          Paying Agent to Hold Money in Trust.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal, premium, if any, or interest on the Notes,
and will notify the Trustee in writing of any default by the Company in making any
such payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying
Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.


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



 17
 









Section 2.06.          Transfer and Exchange.


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


(b)           Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Supplemental Indenture and the
Applicable Procedures.  Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one
or more of the other following subparagraphs, as applicable:


(i)            Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial
interest in a Global Note.  No written orders
or instructions shall be required to be delivered to the Registrar to effect
the transfers described in this Section 2.06(b)(i).


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



 18
 









(c)           Transfer or Exchange of Beneficial Interests for Definitive Notes.  If any holder of a beneficial interest in a
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Company shall
execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c) shall be registered
in such name or names and in such authorized denomination or denominations as
the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered.


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


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


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


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


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


“THIS GLOBAL NOTE IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL 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 SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY 



 19
 









BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE
AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”


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


(h)           General Provisions Relating to Transfers and Exchanges.


(i)            To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the
Company’s order or at the Registrar’s request.


(ii)           No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company and the Trustee may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to
Sections 2.10, 3.06 and 9.05 hereof).


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


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


(v)           The
Company shall not be required (A) to issue, to register the transfer of or
to exchange any Notes during a period beginning at the opening of business 15
days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest Payment
Date.


(vi)          Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of



 20















and interest on such
Notes and for all other purposes, and none of the Trustee, any Agent or the
Company shall be affected by notice to the contrary.


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


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


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


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


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


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


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


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


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


Section 2.10.      Temporary Notes. 
Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. 
Temporary Notes shall be substantially in the form of certificated Notes
but may have variations that the Company considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes.



 21
 









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


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


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


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


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


ARTICLE 3



REDEMPTION AND PREPAYMENT


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


Section 3.02.      Selection of Notes to Be Redeemed.  In the event that the Company chooses to
redeem less than all of the Notes, selection of the Notes for redemption will
be made by the Trustee either:


(1)           in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed; or



 22
 









(2)           on
a pro rata basis, by lot or by such method
as the Trustee shall deem fair and appropriate.


No Notes of a principal amount of $1,000 or less shall
be redeemed in part.  If a partial
redemption is made with the proceeds of an Equity Offering (as defined in
Section 3.07(b)), the Trustee will select the Notes only on a pro rata basis or on as nearly a pro rata
basis as is practicable (subject to DTC procedures).


The Trustee shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be
redeemed.  Notes and portions of Notes
selected shall be in amounts of $2,000 or whole multiples of $1,000; except
that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed.  Except as provided in the
preceding sentence, provisions of this Supplemental Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.


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


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


(a)           the
Redemption Date;


(b)           the
Redemption Price;


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


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


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


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


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


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


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



 23
 









Section 3.04.      Effect of Notice of Redemption.  Once notice of redemption is mailed in
accordance with Section 3.03 hereof, Notes called for redemption become
irrevocably due and payable on the Redemption Date at the Redemption
Price.  A notice of redemption may not be
conditional.


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


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


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


Section 3.07.      Optional Redemption. 
The Notes may be redeemed or purchased in whole or in part at the
Company’s option at any time prior to the maturity of the Notes at a price
equal to 100% of the principal amount thereof plus the Applicable Premium as
of, and accrued but unpaid interest, if any, (the “Redemption
Price”) to the date of the redemption or purchase (the “Redemption Date”) (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).


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


Section 3.08.      Mandatory Redemption. 
The Company shall not be required to make mandatory redemption payments
with respect to the Notes prior to Maturity.


ARTICLE 4



COVENANTS


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



 24
 









The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful.


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


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


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


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


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


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


In addition, whether or not required by the rules and
regulations of the Commission, the Company shall file a copy of all such
information and reports with the Commission for public availability within the
time periods specified in the Commission’s rules and regulations (unless the
Commission will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request.  In addition, the Company has agreed that, for
so long as any Notes remain outstanding, it will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act.



 25
 









Section 4.04.          Compliance Certificate. 
(a)  The Company shall deliver to
the Trustee, within 90 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled their obligations under
this Supplemental Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained
in this Supplemental Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Supplemental
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.


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


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


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


Section 4.07.          Limitation on Incurrence of Additional Indebtedness.  The Company shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, become liable, contingently or otherwise, with respect to, or
otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without
limitation, Acquired Indebtedness) other than Permitted Indebtedness.


Notwithstanding the foregoing, if no Default or Event
of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company or any of
its Subsidiaries may incur Indebtedness (including, without limitation,
Acquired Indebtedness), in each case if on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof, the Consolidated
Fixed Charge Coverage Ratio of the Company is greater than 1.5 to 1.0.


Section 4.08.          Corporate Existence. 
Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its 



 26
 









Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof
is not adverse in any material respect to the Holders.


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


Section 4.10.          Offer to Repurchase Upon Change of Control Triggering Event.  (a) 
Upon the occurrence of a Change of Control Triggering Event (the date of
such occurrence, the “Change of Control Date”),
each Holder shall have the right to require the Company to purchase such Holder’s
Notes in whole or in part in integral multiples of $1,000 at a purchase price
(the “Change of Control Purchase Price”) in
cash equal to 101% of the principal amount of such Notes, plus accrued and
unpaid interest, if any, at the date of purchase (the “Change of
Control Purchase Date”), pursuant to and in accordance with the offer
described in this Section 4.10 (the “Change of Control Offer”).


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


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


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


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


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


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


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


(vii)         that
a Holder will be entitled to withdraw its election if the Company receives, not
later than the third Business Day preceding the Change of Control Payment Date,
a telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount 



 27
 









of Notes such Holder delivered
for purchase, and a statement that such Holder is withdrawing its election to
have such Note purchased; and


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


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


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


Section 4.11.          Termination of Certain Covenants if Certain Ratings are Assigned.  The obligations under the covenants contained
in Sections 4.07 and 4.09 hereof shall cease to apply to the Company in
the event, and only for so long as, (1) the Notes are rated BBB or Baa2,
or higher by at least two of the three Rating Agencies, and (2) no Default
or Event of Default has occurred and is continuing.


Section 4.12.          Maintenance of Properties; Books and Records; Compliance with Law.


(a)           The
Company shall and shall cause each of its Subsidiaries to at all times cause
all properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order (reasonable wear and tear
excepted) and supplied with all necessary equipment, and shall cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereto; provided that nothing in this Section 4.12 shall prevent
the Company or any of its Subsidiaries from discontinuing the operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is either (i) in the ordinary course of
business, (ii) in the reasonable and good faith judgment of the Board of Directors
or management of the Company or the Subsidiary concerned, as the case may be,
desirable in the conduct of the business of the Company or such Subsidiary, as
the case may be, or (iii) otherwise permitted by this Indenture.


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


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



 28
 









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


ARTICLE 5



SUCCESSORS


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


(1)           either:


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


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


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


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


(2)           immediately
after giving effect to such transaction and the assumption contemplated by
clause (1)(b)(ii) above (including giving effect to any Indebtedness
and Acquired Indebtedness incurred or anticipated to be incurred in connection
with or in respect of such transaction), the Company or such Surviving Entity,
as the case may be: (a) shall have a Consolidated Net Worth equal to or
greater than the Consolidated Net Worth of the Company immediately prior to
such transaction; and (b) shall be able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to
Section 4.07 hereof, if such covenant is then in effect;


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


(4)           the
Company or the Surviving Entity shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition and,
if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with the 



 29
 









applicable provisions of
this Supplemental Indenture and that all conditions precedent in this
Supplemental Indenture relating to such transaction have been satisfied.


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


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


ARTICLE 6


DEFAULTS AND REMEDIES


Section 6.01.      Events of Default. 
The following are “Events of Default”:


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


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


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


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



 30















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


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


(b)           a
decree or order adjudging the Company or any Significant Subsidiary bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company or any Significant Subsidiary under any applicable
federal or state law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any
Significant Subsidiary or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and any such decree or order for
relief shall continue to be in effect, or any such other decree or order shall
be unstayed and in effect, for a period of 60 consecutive days; or


(6)           (a)           the Company or any Significant
Subsidiary commences a voluntary case or proceeding under any applicable
Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or
insolvent:


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


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


(d)           the
Company or any Significant Subsidiary:


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


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


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


(e)           the
Company or any Significant Subsidiary takes any corporate action in furtherance
of any such actions in this clause (6).


Section 6.02.      Acceleration.  If an
Event of Default (other than an Event of Default specified in clauses
(5) or (6) above with respect to the Company) shall occur
and be continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Notes may declare the principal of and accrued interest
on all the Notes to be due and payable by notice in writing to the Company and
the Trustee specifying the respective Event of Default and that it is a “notice
of acceleration” (the “Acceleration Notice”),
and the same shall become immediately due and payable.


If an Event of Default specified in clauses
(5) or (6) above with respect to the Company occurs and is
continuing, then all unpaid principal of, and premium, if any, and accrued and
unpaid interest on all 



 31
 









of the outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


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


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


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


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


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


(5)           in
the event of the cure or waiver of an Event of Default of the type described in
clauses (5) or (6) of Section 6.01 hereof, the Trustee
shall have received an Officers’ Certificate and an Opinion of Counsel that
such Event of Default has been cured or waived. 
No such rescission shall affect any subsequent Default or impair any
right consequent thereto.


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


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


Section 6.04.          Waiver of Past Defaults. 
Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice in writing to the Trustee may on behalf of the
Holders of all of the Notes waive an existing Default or Event of Default and
its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with a Change of Control Offer or other offer to
purchase) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). 
Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Supplemental Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.


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



 32
 









the Trustee determines may be unduly prejudicial to
the rights of other Holders of Notes or that may involve the Trustee in any
personal liability.


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


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


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


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


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


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


A Holder may not use this Supplemental Indenture to
prejudice the rights of another Holder or to obtain a preference or priority
over another Holder.


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


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


Section 6.09.          Trustee May File Proofs of Claim.  The Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative
to the Company (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent in writing to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of,
any 



 33
 









and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise.  Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


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


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


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


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


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


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


ARTICLE 7


TRUSTEE


Section 7.01.          Duties of Trustee. 
(a)  If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Supplemental Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


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


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


(ii)           the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Supplemental Indenture in the absence of bad 



 34
 









faith on the Trustee’s
part; provided, however, that the Trustee
shall examine the certificates and opinions to determine whether or not they
substantially conform to the requirements of this Supplemental Indenture.


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


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


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


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


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


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


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


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


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


Section 7.02.          Rights of Trustee. 
(a)  The Trustee may rely
conclusively on any document believed by it to be genuine and to have been
signed or presented by the proper Person. 
The Trustee need not investigate any fact or matter stated in the
document.


(b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel that conforms to Section 11.04.  The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.


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



 35
 









 


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


(e)           The
Trustee may consult with counsel, and the Trustee will not be liable for any
action it takes or omits in reliance on, and in accordance with advice of
counsel.


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


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


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


Section 7.05.          Notice of Defaults. 
The Trustee will give to the Holders notice of any Default with regard
to the Notes actually known to a Responsible Officer within 90 days after
receipt of such knowledge and in the manner and to the extent provided in TIA
§ 313(c), and otherwise as provided in Section 11.02 of this
Supplemental Indenture; provided, however,
that except in the case of a Default in payment of the principal of, premium,
if any, or interest on any Note, the Trustee will be protected in withholding
notice of Default if and so long as a committee of its Responsible Officers in
good faith determines that withholding of the notice is in the interests of the
Holders of the Notes.


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


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


Section 7.07.          Compensation and Indemnity. 
The Company shall pay to the Trustee from time to time reasonable
compensation for its services.  The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to
the compensation for its services.  Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustee’s agents, counsel, accountants and experts.



 36
 









 


The Company shall indemnify the Trustee against any
and all loss, liability or expense (including reasonable attorney’s
fees) incurred by it in connection with the administration of the trust
created by this Supplemental Indenture and the performance of its duties under
this Supplemental Indenture.  The Trustee
shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations
hereunder.  The Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel.  The
Company need not pay for any settlement made without its consent.  The Company need not reimburse any expense or
indemnify against any loss, expense or liability incurred by the Trustee to the
extent it is due to the Trustee’s own willful misconduct, negligence or bad
faith.


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


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


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


Section 7.08.          Replacement of Trustee. 
The Trustee may resign at any time by so notifying the Company.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company and may appoint a successor Trustee.  The Company may remove the Trustee if:


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


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


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


(d)           the
Trustee becomes incapable of acting.


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee.  Within one
year after the successor Trustee takes office, the Holders of a majority in
aggregate principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


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


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



 37
 









powers and duties of the Trustee under this
Supplemental Indenture.  A successor
Trustee will mail notice of its succession to each Holder.


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


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


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


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


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


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


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


ARTICLE 8


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01.          Option to Effect Legal Defeasance or Covenant Defeasance.  The Company may, at the option of its Board
of Directors evidenced by a Board Resolution set forth in an Officers’
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof
be applied to all outstanding Notes upon compliance with the conditions set
forth below in this Article 8.


Section 8.02.          Legal Defeasance and Discharge.  Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02,
the Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from its obligations
with respect to all outstanding Notes on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall 



 38
 









thereafter be deemed to be “outstanding” only for the
purposes of Section 8.05 hereof and the other Sections of this
Supplemental Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Supplemental
Indenture (and the Trustee, on written demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder:  (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due, (b) the Company’s obligations
with respect to such Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection therewith and
(d) this Article 8.  Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.


Section 8.03.          Covenant Defeasance. 
Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be
released from its obligations under the covenants contained in
Sections 4.07, 4.09 and 4.11 hereof and clause (2) of
Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). 
For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Supplemental Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(4) and
(5) hereof shall not constitute Events of Default..


Section 8.04.          Conditions to Legal or Covenant Defeasance.  The following shall be the conditions to the
application of either Section 8.02 or 8.03 hereof to the outstanding U.S.
Notes:


In order to exercise either Legal Defeasance or
Covenant Defeasance:


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


(b)           in
the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of this Supplemental Indenture, there has been a
change in the applicable 



 39
 









federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


(c)           in
the case of an election under Section 8.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;


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


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


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


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


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


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


Section 8.05.          Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. 
Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Supplemental Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes
of all sums due and to become due thereon in respect of principal, premium, if
any, and interest, but such money need not be segregated from other funds
except to the extent required by law.



 40















The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes.


Anything in this Article 8 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the written request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 hereof which,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.


Section 8.06.          Repayment to Company. 
Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its written request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times
and The Wall Street  Journal
(national edition), notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Company.


Section 8.07.          Reinstatement.  If the
Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Supplemental Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or
8.03 hereof, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium, if any, or
interest on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.


ARTICLE 9


AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01.          Without Consent of Holders of Notes.  Notwithstanding Section 9.02 of this
Supplemental Indenture, the Company and the Trustee may amend or supplement
this Supplemental Indenture or the Notes without the consent of any Holder of a
Note:


(a)           to
cure any ambiguity, defect or inconsistency that does not adversely affect in
any material respect the rights hereunder of any Holder of the Notes;


(b)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes or to alter the provisions of Article 2 hereof (including the related
definitions) in a manner that does not materially adversely affect any
Holder;



 41
 









 


(c)           to
provide for the assumption of the Company’s obligations to the Holders by a
successor to the Company pursuant to Article 5 hereof;


(d)           to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect in any material respect
the rights hereunder of any Holder of the Notes;


(e)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Supplemental Indenture under the TIA; or


(f)            to
evidence and provide for the acceptance of appointment under this Supplemental
Indenture of a successor Trustee.


Upon the written request of the Company accompanied
by, to the extent necessary, a Board Resolution authorizing the execution of
any such amended or supplemental Supplemental Indenture, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee
shall join with the Company in the execution of any amended or supplemental
Supplemental Indenture authorized or permitted by the terms of this
Supplemental Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Supplemental Indenture
that affects its own rights, duties or immunities under this Supplemental
Indenture or otherwise.


Section 9.02.          With Consent of Holders of Notes.  Except as provided below in this
Section 9.02, the Company and the Trustee may amend or supplement this
Supplemental Indenture, and the Notes with the written consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class (including consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of,
premium, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any
provision of this Supplemental Indenture or the Notes may be waived with the
written consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes).


Upon the written request of the Company accompanied by
a Board Resolution authorizing the execution of any such amended or
supplemental Supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Company in the
execution of such amended or supplemental Supplemental Indenture unless such
amended or supplemental Supplemental Indenture directly affects the Trustee’s
own rights, duties or immunities under this Supplemental Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Supplemental Indenture.


It shall not be necessary for the consent of the
Holders of Notes under this Section 9.02 to approve the particular form of
any proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.


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



 42
 









way impair or affect the validity of any such amended
or supplemental Supplemental Indenture or waiver.  Subject to Sections 6.04 and 6.07
hereof, the Holders of a majority in aggregate principal amount of the Notes
then outstanding voting as a single class may waive in writing compliance in a
particular instance by the Company with any provision of this Supplemental
Indenture or the Notes.  However, without
the written consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):


(a)           reduce
the amount of Notes whose Holders must consent to an amendment;


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


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


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


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


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


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


Section 9.03.          Compliance with Trust Indenture Act.  Every amendment or supplement to this
Supplemental Indenture or the Notes shall be set forth in a amended or
supplemental Supplemental Indenture that complies with the TIA as then in
effect.


Section 9.04.          Revocation and Effect of Consents.  Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder is a continuing consent by the
Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent is not made on any Note. 
However, any such Holder or subsequent Holder may revoke the consent as
to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


Section 9.05.          Notation on or Exchange of Notes.  The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may
issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.


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



 43
 









 


Section 9.06.          Trustee to Sign Amendments, etc.  The Trustee shall sign any amended or
supplemental Supplemental Indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. 
The Company may not sign an amendment or supplemental Supplemental
Indenture until the Board of Directors approves it.  In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01 hereof) shall be fully protected in relying conclusively
upon, in addition to the documents required by Section 11.04 hereof, an
Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Supplemental Indenture.


ARTICLE 10


SATISFACTION AND DISCHARGE


Section 10.01.        Satisfaction and Discharge. 
This Supplemental Indenture will be discharged and will cease to be of
further effect (except as to surviving rights or registration of transfer or
exchange of the Notes, as expressly provided for in this Supplemental
Indenture) as to all outstanding Notes, when:


(a)           either:


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


(ii)           all
Notes not theretofore delivered to the Trustee for cancellation have become due
and payable and the Company has irrevocably deposited or caused to be deposited
with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on the Notes to
the date of deposit together with irrevocable instructions from the Company
directing the Trustee to apply such funds to the payment thereof at maturity or
redemption, as the case may be;


(b)           the
Company has paid all other sums payable under this Supplemental Indenture by
the Company; and


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


Section 10.02.        Application of Trust Money. 
Subject to the provisions of Section 8.06, all money deposited with
the Trustee pursuant to Section 10.01 shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Supplemental
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.


If the Trustee or Paying Agent is unable to apply any
money or Government Securities in accordance with Section 10.01 by reason
of any legal proceeding or by reason of any order or judgment 



 44
 









of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s
obligations under this Supplemental Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to
Section 10.01; provided that
if the Company has made any payment of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the
Trustee or Paying Agent.


ARTICLE 11


MISCELLANEOUS


Section 11.01.        Trust Indenture Act Controls.  If any provision of this Supplemental
Indenture limits, qualifies or conflicts with the duties imposed by TIA
§ 318(c), the imposed duties shall control.


Section 11.02.          Notices.  Any notice or communication by the Company or
the Trustee to the other is duly given if in writing and delivered in Person or
mailed by first class mail (regular, registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
to the other’s address:


	
  

  	
  If to the
  Company:

  
	
   

  
	
   

  	
  iStar Financial
  Inc.

  
	
   

  	
  1114 Avenue of
  the Americas, 27th Floor

  
	
   

  	
  New York, NY
  10036

  
	
   

  	
  Facsimile:
  (212) 930-9494

  
	
   

  	
  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.

  
	
   

  
	
   

  	
  If to the
  Trustee:

  
	
   

  
	
   

  	
  US Bank Trust
  National Association

  
	
   

  	
  100 Wall Street,
  19th Floor

  
	
   

  	
  New York, NY
  10005

  
	
   

  	
  Facsimile:
  (212) 361-6153

  
	
   

  	
  Attention:
  Corporate Trust Department

  
			



 


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


All notices and communications (other than those sent
to Holders) shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt 



 45
 









acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.


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


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


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


Section 11.03.        Communication by Holders of Notes with Other Holders of Notes.  Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this
Supplemental Indenture or the Notes.  The
Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).


Section 11.04.        Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the
Company to the Trustee to take any action under this Supplemental Indenture,
the Company shall furnish to the Trustee:


(a)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Supplemental Indenture
relating to the proposed action have been satisfied; and


(b)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.


Section 11.05.        Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Supplemental
Indenture (other than a certificate provided pursuant to TIA
§ 314(a)(4)) shall comply with the provisions of TIA
§ 314(e) and shall include:


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


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


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


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



 46
 









 


Section 11.06.        Rules by Trustee and Agents. 
The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent
may make reasonable rules and set reasonable requirements for its functions.


Section 11.07.        No Personal Liability of Directors, Officers, Employees and
Stockholders.  No past,
present or future director, officer, employee, incorporator or stockholder of
the Company, as such, shall have any liability for any obligations of the
Company under the Notes, this Supplemental 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 issuance of the Notes.


Section 11.08.        Governing Law.  THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


Section 11.09.        No Adverse Interpretation of Other Agreements.  This Supplemental Indenture may not be used
to interpret any other indenture, loan or debt agreement of the Company or its
Subsidiaries or of any other Person.  Any
such indenture, loan or debt agreement may not be used to interpret this
Supplemental Indenture.


Section 11.10.        Successors.  All
agreements of the Company in this Supplemental Indenture and the Notes shall
bind its successors.  All agreements of
the Trustee in this Supplemental Indenture shall bind its successors.


Section 11.11.        Severability.  In case
any provision in this Supplemental Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


Section 11.12.        Counterpart Originals. 
The parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


Section 11.13.        Table of Contents, Headings, etc.  The Table of Contents, Cross-Reference Table
and Headings of the Articles and Sections of this Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered
a part of this Supplemental Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.


Section 11.14.        Conflicts with Indenture. 
If any provision of this Supplemental Indenture is inconsistent with any
provision of the Indenture, the provision of this Supplemental Indenture will
control with regard to the Notes.


[Signatures on
following page]



 47















SIGNATURES


	
  Dated as of March 9, 2007

  
	
   

  
	
   

  	
  iSTAR FINANCIAL INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  US BANK TRUST NATIONAL ASSOCIATION, not 

  in its individual capacity, but solely as Trustee

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


















EXHIBIT A


[Face of Note]


[Insert
the Global Note Legend, if applicable pursuant to the provisions of the 

Supplemental Indenture]


CUSIP           [            ]


5.500% Senior
Notes due 2012


No. 1                                                                                                                                                                         $300,000,000


iSTAR FINANCIAL
INC.


promises to pay to
                                                    ,
or registered assigns, the principal sum of THREE HUNDRED MILLION on June 15,
2012.


Interest Payment Dates:
June 15 and December 15


Record Dates:  June 1 and December 1


Dated:  March 9, 2007


	
  

  	
  iSTAR FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title: 

  



 


SEAL


This is one of the Notes
referred to

in the within-mentioned Supplemental Indenture:


US BANK TRUST NATIONAL
ASSOCIATION

   as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 



  
 A-1
  
 









 


[Back of Note]

5.500% Senior Notes due 2012


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 5.500% per
annum from March 9, 2007 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 March 9, 2007; provided that
if there is no existing default in the payment of interest, and if this note is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such next
succeeding interest payment date; provided, further,
that the first interest payment date shall be June 15, 2007. 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.  If any
interest payment date on the Notes other than the maturity date is not a
Business Day, such interest payment date will be postponed to the next
succeeding Business Day. If the maturity date of the Notes falls on a day that
is not a Business Day, the required payment of principal and interest will be
made on the next succeeding Business Day as if made on the date such payment
was due, and no interest will accrue on such payment for the period from and
after the maturity date to the date of such payment on the next succeeding
Business Day.


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, US Bank Trust National Association, the Trustee under the
Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


4.  INDENTURE.  The
Company issued the Notes under an Indenture dated as of February 5, 2001,
as amended and supplemented, including as supplemented by a Supplemental
Indenture dated as of March 9, 2007 (collectively, the “Indenture”)
between the Company and the Trustee.  The
terms of the 



  
 A-2
  
 









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
$300.0 million in aggregate principal amount on the Issue Date and may issue
Additional Notes in accordance with the terms of the Indenture.


5.  OPTIONAL REDEMPTION.


The Notes may be redeemed or purchased in whole or in
part at the Company’s option at any time prior to the maturity of the Notes at
a price equal to 100% of the principal amount thereof plus the Applicable
Premium as of, and accrued but unpaid interest, if any, to the date of the
redemption or purchase (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).


“Applicable Premium”
means, with respect to the Notes, at any Redemption Date, the greater of:  (1) 1.0% of the principal amount of such
Note; and (2) the excess of (a) the present value at such Redemption
Date of (i) the principal amount of such Note on the redemption date plus
(ii) all required remaining scheduled interest payments due on such Note
through June 15, 2012 computed using a discount rate equal to the Treasury Rate
plus 20 basis points over (b) the outstanding principal amount of such
Note on such Redemption Date. 
Calculation of the Applicable Premium will be made by the Company or on
behalf of the Company by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty
or obligation of the Trustee.


“Treasury Rate”
means, with respect to a Redemption Date, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available on the third Business Day
prior to our providing notice of redemption (or, if such Statistical Release is
no longer published, any publicly available source of similar market
data)) most nearly equal to the period from such Redemption Date to the
maturity date; provided, however, that if the
period from such Redemption Date to the maturity date is not equal to the
constant maturity of the United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields
are given, except that if the period from such Redemption Date to the maturity
date is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.


6.  MANDATORY REDEMPTION.


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


7.  REPURCHASE OF OPTION OF
HOLDER.


Upon the occurrence of a Change of Control Triggering
Event, the Company will be required to offer to purchase all of the outstanding
Notes 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 



  
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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 $2,000 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 or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in principal amount of
the then outstanding Notes voting as a single class, and any existing default
or compliance with any provision of the Indenture or the Notes may be waived
with the written consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class.  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect in any
material respects the rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act or to evidence and
provide for the acceptance of appointment under the Indenture of a successor
Trustee.


12.  DEFAULTS AND REMEDIES.  Events of Default are set forth in the
Indenture.  If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable.  Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture.  Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in writing in its exercise of any trust or power.  The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.  The Holders of a majority in aggregate
principal amount of the Notes then outstanding by written notice to the Trustee
may on behalf of the Holders of all of the Notes waive any existing Default or
Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest on, or the principal of,
the Notes.  The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.



  
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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.  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.


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


16.  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).


17.  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.



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


iStar Financial Inc.


1114 Avenue of the Americas, 27th Floor


New York, NY 10036


Attention:  Investor Relations



  
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ASSIGNMENT FORM


To assign this Note, fill in the form below:


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

  	
   

  
	
   

  	
   

  	
  (Insert assignee’s legal name)

  
	
   

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

  
	
   

  
	
   

  
	
   

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

  
	
  and irrevocably appoint

  	
   

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

  
	
  Date:                        

  	
   

  	
   

  
	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on 

  the face of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee*:                                                              

  	
   

  	
   

  
	
  


  

  	
   

  	
   

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

  
						



 



  
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OPTION OF HOLDER
TO ELECT PURCHASE


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


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 of the Indenture, state
the amount you elect to have purchased.


$                                     


Date:                           


	
  

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on 

  the face of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee*:                                                           

  	
   

  	
   

  
	
  


  

  	
   

  	
   

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

  
						



 



  
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SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


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


	
  Date of Exchange

  	
   

  	
  Amount of 

  decrease in 

  Principal Amount 

  of this Global Note

  	
   

  	
  Amount of 

  increase in 

  Principal Amount 

  of this Global Note

  	
   

  	
  Principal Amount 

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of 

  authorized officer 

  of Trustee or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



  
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