Unassociated Document


    Exhibit
      4.8

    


    
      	
              REGISTERED

            	 	
              PRINCIPAL
                AMOUNT NO.: __________

            
	
              $

            	 	 
	
              CUSIP
                NO.: __________

            	 	 


    

    


    CapLease,
      Inc.

    [Designation
      of Senior Security]

    


    CapLease,
      Inc., a Maryland corporation (hereinafter called the “Corporation,” which term
      shall include any successor corporation under the Indenture hereinafter referred
      to), for value received, hereby promises to pay to ____________, or registered
      assigns, upon presentation, the principal sum of ____________ DOLLARS on
      ____________, and to pay interest on the outstanding principal amount thereon
      from ____________, or from the most recent Interest Payment Date to which
      interest has been paid or duly provided for, semi-annually in arrears on
      __________ and __________ in each year, commencing ____________, at the rate
      of
      ____% per annum, until the entire principal amount hereof is paid or made
      available for payment. The interest so payable, and punctually paid or duly
      provided for on any Interest Payment Date will, as provided in the Indenture,
      be
      paid to the Person in whose name this Senior Security (or one or more
      Predecessor Senior Securities) is registered at the close of business on the
      Regular Record Date for such interest which shall be the ____________ or
      ____________ (whether or not a Business Day), as the case may be, next preceding
      such Interest Payment Date. Any such interest not so punctually paid or duly
      provided for shall forthwith cease to be payable to the Holder on such Regular
      Record Date, and may either be paid to the Person in whose name this Senior
      Security (or one or more Predecessor Senior Securities) is registered at the
      close of business on a Special Record Date for the payment of such Defaulted
      Interest to be fixed by the Trustee, notice whereof shall be given to Holders
      of
      Senior Securities of this series not more than 15 days and not less than 10
      days
      prior to such Special Record Date, or may be paid at any time in any other
      lawful manner not inconsistent with the requirements of any securities exchange
      on which the Senior Securities may be listed, and upon such notice as may be
      required by such exchange, all as more fully provided in the Indenture. Payment
      of the principal of, Make-Whole Amount, if any, on, and interest on this Senior
      Security will be made at the office or agency of the Corporation maintained
      for
      that purpose in the City of ____________, State of ____________, or elsewhere
      as
      provided in the Indenture, 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; provided, however, that at the option of the Corporation, payment
      of interest may be made by (i) check mailed to the address of the Person
      entitled thereto as such address shall appear in the Security Register kept
      for
      the Senior Securities pursuant to Section 305 of the Indenture (the “Security
      Register”) or (ii) transfer to an account of the Person entitled thereto located
      inside the United States.

     

    This
      Senior Security is one of a duly authorized issue of securities of the
      Corporation (herein called the “Senior Securities”), issued and to be issued in
      one or more series under an Indenture, dated as of ____________, 20__ (herein
      called the “Indenture”), between the Corporation and ____________ (herein called
      the “Trustee,” which term includes any successor trustee under the Indenture
      with respect to the Senior Securities), to which Indenture and all indentures
      supplemental thereto reference is hereby made for a statement of the respective
      rights, limitations of rights, duties and immunities thereunder of the
      Corporation, the Trustee and the Holders of the Senior Securities and of the
      terms upon which the Senior Securities are, and are to be, authenticated and
      delivered. This Senior Security is one of the series designated as the
“[designation of Senior Securities],” limited in aggregate principal amount to
      $____________.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Senior Securities may be redeemed at any time at the option of the Corporation,
      in whole or in part, upon notice of not more than 60 nor less than 30 days
      prior
      to the Redemption Date, at a redemption price equal to the sum of (i) the
      principal amount of the Senior Securities being redeemed plus accrued interest
      thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
      respect to such Senior Securities.

     

    The
      following definitions apply with respect to any redemption of the Senior
      Securities of this series at the option of the Corporation:

     

    “Make-Whole
      Amount” means, in connection with any optional redemption or accelerated payment
      of any Senior Security, the excess, if any, of (i) the aggregate present value
      as of the date of such redemption or accelerated payment of each dollar of
      principal being redeemed or paid and the amount of interest (exclusive of any
      interest accrued to the date of redemption or accelerated payment) that would
      have been payable in respect of such dollar if such redemption or accelerated
      payment had not been made, determined by discounting, on a semiannual basis,
      such principal and interest at the Reinvestment Rate (determined on the third
      Business Day preceding the date such notice of redemption is given or
      declaration of acceleration is made) from the respective dates on which such
      principal and interest would have been payable if such redemption or accelerated
      payment had not been made, over (ii) the aggregate principal amount of the
      Senior Securities being redeemed or paid.

     

    “Reinvestment
      Rate” means .25% (one-fourth of one percent) plus the arithmetic mean of the
      yields under the respective headings “This Week” and “Last Week” published in
      the Statistical Release under the caption “Treasury Constant Maturities” for the
      maturity (rounded to the nearest month) corresponding to the remaining life
      to
      maturity, as of the payment date of the principal being redeemed or paid. If
      no
      maturity exactly corresponds to such maturity, yields for the two published
      maturities most closely corresponding to such maturity shall be calculated
      pursuant to the immediately preceding sentence and the Reinvestment Rate shall
      be interpolated or extrapolated from such yields on a straight-line basis,
      rounding in each of such relevant periods to the nearest month. For the purposes
      of calculating the Reinvestment Rate, the most recent Statistical Release
      published prior to the date of determination of the Make-Whole Amount shall
      be
      used.

     

    “Statistical
      Release” means the statistical release designated “H.15 (519)” or any successor
      publication which is published weekly by the Federal Reserve System and which
      establishes yields on actively traded United States government securities
      adjusted to constant maturities or, if such statistical release is not published
      at the time of any determination under the Indenture, then such other reasonably
      comparable index which shall be designated by the Corporation.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    The
      Indenture contains provisions for defeasance at any time of (a) the entire
      indebtedness of the Corporation on this Senior Security and (b) certain
      restrictive covenants and the related defaults and Events of Default applicable
      to the Corporation, in each case, upon compliance by the Corporation with
      certain conditions set forth in the Indenture, which provisions apply to this
      Senior Security.

     

    If
      an
      Event of Default with respect to the Senior Securities shall occur and be
      continuing, the principal of, and the Make-Whole Amount, if any, on, the Senior
      Securities may be declared due and payable in the manner and with the effect
      provided in the Indenture.

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Senior Security shall not have the right to institute any proceeding with
      respect to the Indenture or for the appointment of a receiver or trustee or
      for
      any other remedy thereunder, unless such Holder shall have previously given
      the
      Trustee written notice of a continuing Event of Default with respect to the
      Senior Securities, the Holders of not less than 25% in principal amount of
      the
      Senior Securities at the time Outstanding shall have made written request to
      the
      Trustee to institute proceedings in respect of such Event of Default as Trustee
      and offered the Trustee reasonable indemnity and the Trustee shall not have
      received from the Holders of a majority in principal amount of the Senior
      Securities at the time Outstanding a direction inconsistent with such request,
      and shall have failed to institute any such proceeding for 60 days after receipt
      of such notice, request and offer of indemnity. The foregoing shall not apply
      to
      any suit instituted by the Holder of this Senior Security for the enforcement
      of
      any payment of principal hereof or any interest on or after the respective
      due
      dates expressed herein.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Corporation
      and the rights of the Holders of the Senior Securities under the Indenture
      at
      any time by the Corporation and the Trustee with the consent of the Holders
      of
      not less than a majority in principal amount of the Outstanding Senior
      Securities. The Indenture also contains provisions permitting the Holders of
      specified percentages in principal amount of the Senior Securities at the time
      Outstanding, on behalf of the Holders of all Senior Securities, to waive
      compliance by the Corporation with certain provisions of the Indenture and
      certain past defaults under the Indenture and their consequences. Any such
      consent or waiver by the Holder of this Senior Security shall be conclusive
      and
      binding upon such Holder and upon all future Holders of this Senior Security
      and
      of any Senior Security issued upon the registration of transfer hereof or in
      exchange herefor or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon this Senior Security.

     

    No
      reference herein to the Indenture and no provision of this Senior Security
      or of
      the Indenture shall alter or impair the obligation of the Corporation, which
      is
      absolute and unconditional, to pay the principal of, Make-Whole Amount, if
      any,
      on, and interest on this Senior Security at the times, place and rate, and
      in
      the coin or currency, herein prescribed.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Senior Security is registrable in the Security Register,
      upon surrender of this Senior Security for registration of transfer at the
      office or agency of the Corporation in any Place of Payment where the principal
      of, Make-Whole Amount, if any, on, and interest on this Senior Security are
      payable, duly endorsed by, or accompanied by a written instrument of transfer
      in
      form satisfactory to the Corporation and the Security Registrar for the Senior
      Securities (the “Security Registrar”) duly executed by, the Holder hereof or his
      attorney duly authorized in writing, and thereupon one or more new Senior
      Securities of this series, of authorized denominations and for the same
      aggregate principal amount, will be issued to the designated transferee or
      transferees.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    The
      Senior Securities of this series are issuable only in registered form without
      coupons in denominations of $1,000 and any integral multiple thereof. As
      provided in the Indenture and subject to certain limitations therein set forth,
      Senior Securities of this series are exchangeable for a like aggregate principal
      amount of Senior Securities of this series of a different authorized
      denomination, as requested by the Holder surrendering the same.

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Corporation may require payment of a sum sufficient to cover any tax
      or
      other governmental charge payable in connection therewith.

     

    Prior
      to
      due presentment of this Senior Security for registration of transfer, the
      Corporation, the Trustee and any agent of the Corporation or the Trustee may
      treat the Person in whose name this Senior Security is registered as the owner
      hereof for all purposes, whether or not this Senior Security be overdue, and
      neither the Corporation, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    No
      recourse under or upon any obligation, covenant or agreement contained in the
      Indenture or in this Senior Security, or because of any indebtedness evidenced
      thereby, shall be had against any promoter, as such, or against any past,
      present or future shareholder, officer or director, as such, of the Corporation
      or of any successor, either directly or through the Corporation or any
      successor, under any rule of law, statute or constitutional provision or by
      the
      enforcement of any assessment or by any legal or equitable proceeding or
      otherwise, all such liability being expressly waived and released by the
      acceptance of this Senior Security by the Holder thereof and as part of the
      consideration for the issue of the Senior Securities.

     

    All
      terms
      used in this Senior Security which are defined in the Indenture shall have
      the
      meanings assigned to them in the Indenture.

     

    THE
      INDENTURE AND THE SENIOR SECURITIES, INCLUDING THIS SENIOR SECURITY, SHALL
      BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
      YORK.

     

    Pursuant
      to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Corporation has caused “CUSIP” numbers to be
      printed on the Senior Securities as a convenience to the Holders of the Senior
      Securities. No representation is made as to the correctness or accuracy of
      such
      CUSIP numbers as printed on the Senior Securities, and reliance may be placed
      only on the other identification numbers printed hereon.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee by manual signature, this Senior Security shall not be entitled
      to
      any benefit under the Indenture or be valid or obligatory for any
      purpose.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed
      under its corporate seal this day of ____________.

     

    
      	
              CapLease,
                Inc.

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      	
              Attest:

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              [SEAL]

            


    

    


    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

    


    This
      is
      one of the Senior Securities of the series designated “[designation of Senior
      Securities]” pursuant to the within-mentioned Indenture.

    


    
      	 	
              ,

            
	
              as
                Trustee

            	 
	 	 	 
	
              By:

            	  
	 
	 	
              Authorized
                Signatory

            	 


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby

    sells,
      assigns and transfers unto

    


    PLEASE
      INSERT SOCIAL

    SECURITY
      OR OTHER IDENTIFYING

    NUMBER
      OF
      ASSIGNEE

     

      
        

      

    

     

      
        

      

    

    (Please
      Print or Typewrite Name and Address including Zip Code of Assignee)

    


    ____________
      the within Senior Security of CapLease, Inc. and ____________ hereby does
      irrevocably constitute and appoint ____________ Attorney to transfer said Senior
      Security on the books of the within-named Corporation with full power of
      substitution in the premises.

    


    Dated:_____________________________

    
      

NOTICE:
      The signature to this assignment must correspond with the name as it appears
      on
      the first page of the within Senior Security in every particular, without
      alteration or enlargement or any change whatever.

     

    
      
        
        

      

      
        6