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Exhibit 4.20
 CAPITALSOURCE INC.
AS OBLIGOR,
 AND
 WELLS FARGO BANK NATIONAL ASSOCIATION, AS TRUSTEE
 INDENTURE
 DATED AS OF July 30, 2007
 SUBORDINATED DEBT SECURITIES




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IndentureTrust Indenture Act Section
    
    
    Sectionss. 310
    (a)(1)
    
    
    
    607(a)(2)
    
    
    
    607(b)
    
    
    
    607, 608ss. 312
    (c)
    
    
    
    701ss. 313
    (a)
    
    
    
    702(c)
    
    
    
    702ss. 314
    (a)
    
    
    
    703(a)(4)
    
    
    
    1011(c)(1)
    
    
    
    102(c)(2)
    
    
    
    102(e)
    
    
    
    102ss. 315
    (b)
    
    
    
    601ss. 316
    (a)(last sentence)
    
    
    
    101(Outstanding)(a)(1)(A)
    
    
    
    502, 512(a)(1)(B)
    
    
    
    513(b)
    
    
    
    508ss. 317

    (a)(l)
    
    
    
    503(a)(2)
    
    
    
    504ss. 318
    (a)
    
    
    
    111(c)
    
    
    
    111
 NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be part of this
Indenture.Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the
provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern
every qualified indenture, whether or not physically contained therein.




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th
 RECITALS
     ARTICLE ONE
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
 Section 101. Definitions




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- 9 -




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- 10 -




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- 11 -




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Section 102. Compliance Certificates and Opinions
   (1)
    
    a statement that each individual signing such certificate or opinion has read
such condition or covenant and the definitions herein relating thereto;(2)
    
    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;(3)
    
    a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such condition or covenant has been complied with; and(4)
    
    a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.
 Section 103. Form of Documents Delivered to Trustee.
   - 12 -




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Section 104. Acts of Holders.
     - 13 -




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Section 105. Notices, etc., to Trustee and Company.
  (1)
    
    the Trustee by any Holder or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office,(2)
    
    the Company by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first class postage prepaid, to the Company addressed to it at the address
 - 14 -




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of its principal office, 4445 Willard Avenue, 12th Floor, Chevy Chase, MD
20815, tel.: (301) 841-2700, facsimile: (301) 841-2380, or at any other address
previously furnished in writing to the Trustee by the Company, or
 (3)
    
    a Guarantor by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first class postage prepaid, to such Guarantor addressed to it at the address
of its principal office, 4445 Willard Avenue, 12th Floor, Chevy Chase, MD
20815, tel.: (301) 841-2700, facsimile: (301) 841-2380, or at any other address
previously furnished in writing to the Trustee by the Guarantor.
 Section 106. Notice to Holders; Waiver.
     - 15 -




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Section 107. Effect of Headings and Table of Contents.
  Section 108. Successors and Assigns.
  Section 109. Separability Clause.
  Section 110. Benefits of Indenture.
  Section 111. No Personal Liability.
  - 16 -




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Section 112. Governing Law.
  Section 113. Legal Holidays.
  ARTICLE TWO
 FORMS OF SECURITIES
 Section 201. Forms of Securities.
    - 17 -




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Section 202. Form of Trustees Certificate of Authentication.
    
 Section 203. Securities Issuable in Global Form.
     - 18 -




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ARTICLE THREE
 THE SECURITIES
 Section 301. Amount Unlimited; Issuable in Series.
   (1)
    
    the title of the Securities of the series (which shall distinguish the
Securities of such series from all other series of Securities);(2)
    
    the aggregate principal amount and any limit upon the aggregate principal
amount of the Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 303, 304, 305, 306, 906, 1107 or 1305);(3)
    
    the date or dates, or the method by which such date or dates will be
determined, on which the principal of the Securities of the series shall be payable;(4)
    
    the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue or the method by which such date or dates shall
be determined, the Interest Payment Dates on which such interest will be payable and
the Regular Record Date, if any, for the interest payable on any Registered Security on
any Interest Payment Date, or the method by which such date shall be determined, and
the basis upon which interest shall be calculated if other than that of a 360-day year
of twelve 30-day months;(5)
    
    the place or places, if any, other than or in addition to the Borough of
Manhattan, The City of New York, where the principal of (and premium or Make-Whole
Amount, if any), interest, if any, on, and Additional Amounts, if any, payable in
respect of, Securities of the series shall be payable, any Registered Securities of
 - 19 -




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the series may be surrendered for registration of transfer, exchange or conversion
and notices or demands to or upon the Company in respect of the Securities of the
series and this Indenture may be served;(6)
    
    the date or dates on which, or the period or periods within which, the price or
prices (including the premium or Make-Whole Amount, if any) at which, the currency or
currencies in which, and other terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, if the Company is
to have the option;(7)
    
    the obligation, if any, of the Company to redeem, repay or purchase Securities
of the series pursuant to any provision or at the option of a Holder thereof, and the
period or periods within which or the date or dates on which, the price or prices at
which, the currency or currencies in which, and other terms and conditions upon which
Securities of the series shall be redeemed, repaid or purchased (including, without
limitation, whether, and the extent to which, the premium shall be payable in
connection therewith), in whole or in part, pursuant to such obligation, including any
sinking fund payments;(8)
    
    if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of the series shall be issuable and,
if other than the denomination of $5,000, the denomination or denominations in which
any Bearer Securities of the series shall be issuable;(9)
    
    if other than the Trustee, the identity of each Security Registrar and/or
Paying Agent;(10)
    
    the percentage of the principal amount of such Securities that will be issued
and, if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;(11)
    
    the terms and conditions, if any, upon which the Securities may be convertible
or exchangeable into common stock of the Company or other Capital Stock and the terms
and conditions upon which such conversion or exchange may be effected, including,
without limitation, the initial conversion or exchange price or rate (or manner of
calculation thereof), the portion that is convertible or exchangeable or the method by
which any such portion shall be determined, the conversion or exchange period,
provisions as to whether conversion or exchange will be at the option of the holders or
the Companys option, the events requiring an adjustment of the conversion or exchange
price and provisions affecting conversion or exchange in the event of the redemption of
such Securities;(12)
    
    if convertible or exchangeable, any applicable limitations on the ownership or
transferability of the Capital Stock into which such series of Securities is
convertible;
 - 20 -




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(13)
    
    if other than Dollars, the Foreign Currency or Currencies in which payment of
the principal of (and premium or Make-Whole Amount, if any) or interest or Additional
Amounts, if any, on the Securities of the series shall be payable or in which the
Securities of the series shall be denominated;(14)
    
    whether the amount of payments of principal of (and premium or Make-Whole
Amount, if any) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or method may
be based, without limitation, on one or more currencies, commodities, equity indices or
other indices), and the manner in which such amounts shall be determined;(15)
    
    whether the principal of (and premium or Make-Whole Amount, if any) or interest
or Additional Amounts, if any, on the Securities of the series are to be payable, at
the election of the Company, or a Holder thereof, in a currency or currencies other
than that in which such Securities are denominated or stated to be payable, the period
or periods within which, and the terms and conditions upon which, such election may be
made, and the time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or currencies in
which such Securities are denominated or stated to be payable and the currency or
currencies in which such Securities are to be so payable;(16)
    
    provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;(17)
    
    any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or not such
Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein;(18)
    
    whether Securities of the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities
of the series may be exchanged for Registered Securities of the series and vice versa
(if permitted by applicable laws and regulations), whether any Securities of the series
are to be issuable initially in temporary global form and whether any Securities of the
series are to be issuable in permanent global form with or without coupons and, if so,
whether beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such exchanges
may occur, if other than in the manner provided in Section 305, and, if Registered
Securities of the series are to be issuable as a global Security, the identity of the
depositary for such series;
 - 21 -




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(19)
    
    the date as of which any Bearer Securities of the series and any temporary
global Security representing Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to be
issued;(20)
    
    the Person to whom any interest on any Registered Security of the series shall
be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, the manner in which, or the Person to whom, any interest on any
Bearer Security of the series shall be payable, if otherwise than upon presentation and
surrender of the coupons appertaining thereto as they severally mature, and the extent
to which, or the manner in which, any interest payable on a temporary global Security
on an Interest Payment Date will be paid if other than in the manner provided in
Section 304;(21)
    
    the applicability, if any, of Sections 1402 and/or 1403 to the Securities of
the series and any provisions in modification of, in addition to or in lieu of any of
the provisions of Article Fourteen;(22)
    
    if the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series) only upon
receipt of certain certificates or other documents or satisfaction of other conditions,
then the form and/or terms of such certificates, documents or conditions;(23)
    
    if the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered;(24)
    
    whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1012 on the Securities of the series to any Holder who is not a
United States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities rather than pay such Additional Amounts
(and the terms of any such option);(25)
    
    whether and to what extent the Securities of the series are to be guaranteed by
one or more Subsidiaries or other Persons and the form of any such guarantee;(26)
    
    any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).
  - 22 -




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Section 302 Denominations.
  Section 303. Execution, Authentication, Delivery and Dating.
   - 23 -




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(a)
    
    the form or forms of such Securities and any coupons have
been established in conformity with the provisions of this Indenture;(b)
    
    the terms of such Securities and any coupons have been
established in conformity with the provisions of this Indenture; and(c)
    
    such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and delivered
by the Company to the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or affecting the
enforcement of creditors rights generally and to general equitable
principles; and
   -24-




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Section 304. Temporary Securities.
   -25-




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-26-




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Section 305. Registration, Registration of Transfer and Exchange.
  -27-




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-28-




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-29-




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-30-




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Section 306. Mutilated, Destroyed, Lost and Stolen Securities.
      -31-




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Section 307. Payment of Interest; Interest Rights Preserved.
      -32-




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(1)
    
    The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the proposed
payment (which shall not be less than 20 days after such notice is received by the
Trustee), and at the same time the Company shall deposit with the Trustee an amount of
money in the currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such
series) equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder of
Registered Securities of such series at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. The Trustee may, in
its discretion, in the name and at the expense of the Company, cause a similar notice to
be published at least once in an Authorized Newspaper in each Place of Payment, but such
publications shall not be a condition precedent to the establishment of such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2). In case a Bearer Security of any series
is surrendered at the office or agency in a Place of Payment for such series in
exchange for a Registered Security of such series after the close of business at such
office or agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such proposed date
of payment and Defaulted Interest will not be payable on such proposed date of payment
in respect of the Registered Security issued in exchange for such Bearer Security, but
will be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.(2)
    
    The Company may make payment of any Defaulted Interest on the Registered
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
 -33-




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and upon such notice as may be required by such exchange, if, after notice given by the Company
to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.
  Section 308. Persons Deemed Owners.
     Section 309. Cancellation.
  -34-




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Section 310. Computation of Interest.
  ARTICLE
FOUR
 SATISFACTION
AND DISCHARGE
 Section 401. Satisfaction and Discharge of Indenture.
     -35-




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(i)
    
    have become due and payable, or(ii)
    
    will become due and payable at their Stated Maturity
within one year, or(iii)
    
    if redeemable at the option of the Company, are to be
called for redemption 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, and the Company, in the case of (i), (ii)
or (iii) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount in the currency or
currencies in which the Securities of such series are payable, sufficient to
pay and discharge the entire indebtedness on such Securities and such
coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium or Make-Whole Amount, if any) and interest, and any
Additional Amounts with respect thereto, to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;
    Section 402. Application of Trust Funds.
  -36-




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ARTICLE
FIVE
 REMEDIES
 Section 501. Events of Default.
      -37-




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Section 502. Acceleration of Maturity; Rescission and Annulment.
  -38-




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-39-




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Section 503.
    
    Collection of Indebtedness and Suits for Enforcement by Trustee.
      Section 504.  Trustee May File Proofs of Claim.
  -40-




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Section 505.
    
    Trustee May Enforce Claims Without Possession of Securities or Coupons.
  Section 506.
    
    Application of Money Collected.
  -41-




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Section 507.
    
    Limitation on Suits.
       Section 508.
    
    Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if
any, Interest and Additional Amounts.
  -42-




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Section 509.
    
    Restoration of Rights and Remedies.
  Section 510.
    
    Rights and Remedies Cumulative.
  Section 511.
    
    Delay or Omission Not Waiver.
  Section 512.
    
    Control by Holders of Securities.
   -43-




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Section 513.
    
    Waiver of Past Defaults.
      Section 514.
    
    Waiver of Usury, Stay or Extension Laws.
  Section 515.
    
    Undertaking for Costs.
  -44-




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ARTICLE SIX
 THE TRUSTEE
 Section 601.
    
    Notice of Defaults.
  Section 602.
    
    Certain Rights of Trustee.
    -45-




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-46-




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Section 603.
    
    Not Responsible for Recitals or Issuance of Securities.
  Section 604.
    
    May Hold Securities.
  -47-




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Section 605.
    
    Money Held in Trust.
  Section 606.
    
    Compensation and Reimbursement.
         -48-




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Section 607.
    
    Corporate Trustee Required; Eligibility; Conflicting Interests.
  Section 608.
    
    Resignation and Removal; Appointment of Successor.
       -49-




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Section 609.
    
    Acceptance of Appointment by Successor.
  -50-




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Section 610.
    
    Merger, Conversion, Consolidation or Succession to Business.
  -51-




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Section 611.
    
    Appointment of Authenticating Agent.
   -52-




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WELLS FARGO BANK NATIONAL ASSOCIATION, as TrusteeBy:
    
    ,as Authenticating AgentBy:
    
    ,Authorized Signatory -53-




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ARTICLE SEVEN
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
 Section 701. Disclosure of Names and Addresses of Holders.
  Section 702. Reports by Trustee.
  Section 703. The Company to Furnish Trustee Names and Addresses of Holders.
    ARTICLE EIGHT
 CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
 Section 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
Subject to Certain Conditions.
  - 54 -




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Section 802. Rights and Duties of Successor Entity.
   Section 803. Officers Certificate and Opinion of Counsel.
  ARTICLE NINE
 SUPPLEMENTAL INDENTURES
 Section 901. Supplemental Indentures without Consent of Holders.
  - 55 -




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- 56 -




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Section 902. Supplemental Indentures with Consent of Holders.
    - 57 -




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Section 903. Execution of Supplemental Indentures.
  Section 904. Effect of Supplemental Indentures.
  Section 905. Conformity with TIA.
  - 58 -




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Section 906. Reference in Securities to Supplemental Indentures.
  Section 907. Notice of Supplemental Indentures.
  ARTICLE TEN
 COVENANTS
 Section 1001. Payment of Principal, Premium (if any), Make-Whole Amount (if any), Interest and
Additional Amounts.
  Section 1002. Maintenance of Office or Agency.
  - 59 -




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- 60 -




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Section 1003. Money for Securities Payments to Be Held in Trust.
     - 61 -




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Section 1004. [Omitted].
 Section 1005. [Omitted].
 Section 1006. Existence.
  - 62 -




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Section 1007. Maintenance of Properties.
  Section 1008. Insurance.
  Section 1009. Payment of Taxes and Other Claims.
  Section 1010. Provision of Financial Information.
   - 63 -




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Section 1011. Statement as to Compliance.
  Section 1012. Additional Amounts.
   - 64 -




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Section 1013. Waiver of Certain Covenants.
  ARTICLE ELEVEN
 REDEMPTION OF SECURITIES
 Section 1101. Applicability of Article.
  Section 1102. Election to Redeem; Notice to Trustee.
  Section 1103. Selection by Trustee of Securities to Be Redeemed.
  - 65 -




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Section 1104. Notice of Redemption.
        - 66 -




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Section 1105. Deposit of Redemption Price.
  Section 1106. Securities Payable on Redemption Date.
  - 67 -




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Section 1107. Securities Redeemed in Part.
  - 68 -




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ARTICLE TWELVE
 GUARANTEES
 Section 1201. Applicability of Article.
  Section 1202. Guarantees.
   - 69 -




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Section 1203. Obligations Unconditional.
  - 70 -




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Section 1204. Execution of Guarantees.
  Section 1205. Withholding.
  - 71 -




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Section 1206. Limitation of Guarantees.
  Section 1207. Release of Guarantees.
   - 72 -




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Section 1208. Terms.
  ARTICLE THIRTEEN
 REPAYMENT AT THE OPTION OF HOLDERS
 Section 1301. Applicability of Article.
  Section 1302. Repayment of Securities.
  Section 1303. Exercise of Option.
  - 73 -




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Section 1304. When Securities Presented for Repayment Become Due and Payable.
  - 74 -




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Section 1305.
    
    Securities Repaid in Part.
  ARTICLE FOURTEEN
 DEFEASANCE AND COVENANT DEFEASANCE
 Section 1401.
    
    Applicability of Article; Companys Option to Effect Defeasance or Covenant
Defeasance.
  - 75 -




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Section 1402. Defeasance and Discharge.
  Section 1403. Covenant Defeasance.
  - 76 -




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Section 1404. Conditions to Defeasance or Covenant Defeasance.
     - 77 -




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Section 1405.
    
    Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.
  - 78 -




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ARTICLE FIFTEEN
 MEETINGS OF HOLDERS OF SECURITIES
 Section 1501. Purposes for which Meetings may be Called.
  Section 1502. Call, Notice and Place of Meetings.
  - 79 -




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Section 1503. Persons Entitled to Vote at Meetings.
  Section 1504. Quorum; Action.
  - 80 -




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Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.
  - 81 -




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Section 1506. Counting Votes and Recording Action of Meetings.
  Section 1507. Evidence of Action Taken by Holders.
  - 82 -




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Section 1508. Proof of Execution of Instruments.
  ARTICLE SIXTEEN
 SUBORDINATION
 Section 1601. Agreement to Subordinate.
  Section 1602. Liquidation; Dissolution; Bankruptcy.
     - 83 -




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Section 1603. Default on Senior Debt.
     Section 1604. Acceleration of Securities.
  Section 1605. When Distribution Must Be Paid Over.
  Section 1606. Notice by Company.
  Section 1607. Subrogation.
  - 84 -




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Section 1608. Relative Rights.
      Section 1609. Subordination May Not Be Impaired by Company.
  Section 1610. Distribution or Notice to Representative.
  Section 1611. Rights of Trustee and Paying Agent.
     - 85 -




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- 86 -




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CAPITALSOURCE INC.By:
    
    
    
    /s/ JEFFREY A. LIPSONTitle:
    
    Vice President & TreasurerWELLS FARGO BANK NATIONAL ASSOCIATION,as TrusteeBy:
    
    
    
    /s/ CURTIS H. CLICQUENNOITitle:
    
    Vice President
 ATTESTBy:
    
    
    
    /s/  MARVIN KIERSTEADTitle:
    
    Assistant Secretary
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