Unassociated Document


    Exhibit
      4.10

    


    
      	
              REGISTERED

            	 	
              PRINCIPAL
                AMOUNT NO.: __________

            
	
              $

            	 	 
	
              CUSIP
                NO.: __________

            	 	 


    

    


    CapLease,
      Inc.

    [Designation
      of Subordinated 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 Subordinated Security (or one or more
      Predecessor Subordinated 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
      Subordinated Security (or one or more Predecessor Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
      Subordinated Security is one of a duly authorized issue of securities of the
      Corporation (herein called the “Subordinated 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 Subordinated 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 Subordinated
      Securities and of the terms upon which the Subordinated Securities are, and
      are
      to be, authenticated and delivered. This Subordinated Security is one of the
      series designated as the “[designation of Subordinated Securities],” limited in
      aggregate principal amount to $____________.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Subordinated 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 Subordinated Securities being redeemed plus
      accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount,
      if any, with respect to such Subordinated Securities.

     

    The
      following definitions apply with respect to any redemption of the Subordinated
      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 Subordinated 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
      Subordinated 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 Subordinated 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
      Subordinated Security.

     

    If
      an
      Event of Default with respect to the Subordinated Securities shall occur and
      be
      continuing, the principal of, and the Make-Whole Amount, if any, on, the
      Subordinated 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
      Subordinated 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
      Subordinated Securities, the Holders of not less than 25% in principal amount
      of
      the Subordinated 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 Subordinated 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 Subordinated
      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 Subordinated 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 Subordinated
      Securities. The Indenture also contains provisions permitting the Holders of
      specified percentages in principal amount of the Subordinated Securities at
      the
      time Outstanding, on behalf of the Holders of all Subordinated 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 Subordinated Security shall be
      conclusive and binding upon such Holder and upon all future Holders of this
      Subordinated Security and of any Subordinated 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 Subordinated
      Security.

     

    No
      reference herein to the Indenture and no provision of this Subordinated 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 Subordinated Security at the times, place
      and
      rate, and in the coin or currency, herein prescribed.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Subordinated Security is registrable in the Security
      Register, upon surrender of this Subordinated 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
      Subordinated 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 Subordinated Securities (the “Security Registrar” duly
      executed by, the Holder hereof or his attorney duly authorized in writing,
      and
      thereupon one or more new Subordinated Securities of this series, of authorized
      denominations and for the same aggregate principal amount, will be issued to
      the
      designated transferee or transferees.

     

    The
      Subordinated 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,
      Subordinated Securities of this series are exchangeable for a like aggregate
      principal amount of Subordinated 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 Subordinated 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 Subordinated Security is registered as
      the
      owner hereof for all purposes, whether or not this Subordinated Security be
      overdue, and neither the Corporation, the Trustee nor any such agent shall
      be
      affected by notice to the contrary.

     

    The
      Holder of this Subordinated Security by the acceptance thereof agrees that
      the
      indebtedness evidenced by this Subordinated Security is subordinated in right
      of
      payment, to the extent and in the manner provided in Article Sixteen of the
      Indenture, to the prior payment in full of all Senior Debt and that the
      subordination is for the benefit of the holders of Senior Debt. The Holder
      hereof authorizes and directs the Trustee on his behalf to take such action
      as
      may be necessary or appropriate to effect such subordination as provided in
      the
      Indenture and appoints the Trustee his attorney-in-fact for such purpose.
“Senior Debt” is defined in the Indenture as the principal of and interest on,
      or substantially similar payments to be made by the Corporation in respect
      of,
      the following, whether outstanding at the date of execution of this Indenture
      or
      thereafter incurred, created or assumed: (a) indebtedness of the Corporation
      for
      money borrowed or represented by purchase-money obligations, (b) indebtedness
      of
      the Corporation evidenced by notes, debentures, or bonds, or other securities
      issued under the provisions of an indenture, fiscal agency agreement or other
      instrument, (c) obligations of the Corporation as lessee under leases of
      property either made as part of any sale and lease-back transaction to which
      the
      Corporation is a party or otherwise, (d) indebtedness of partnerships and joint
      ventures which is included in the Corporation’s consolidated financial
      statements, (e) indebtedness, obligations and liabilities of others in respect
      of which the Corporation is liable contingently or otherwise to pay or advance
      money or property or as guarantor, endorser or otherwise or which the
      Corporation has agreed to purchase or otherwise acquire, and (f) any binding
      commitment of the Corporation to fund any real estate investment or to fund
      any
      investment in any entity making such real estate investment; but excluding,
      however, (1) any such indebtedness, obligation or liability referred to in
      clauses (a) through (f) above as to which, in the instrument creating or
      evidencing the same or pursuant to which the same is outstanding, it is provided
      that such indebtedness, obligation or liability is not superior in right of
      payment to the Subordinated Securities, or ranks pari passu with the
      Subordinated Securities, (2) any such indebtedness, obligation or liability
      which is subordinated to indebtedness of the Corporation to substantially the
      same extent as or to a greater extent than the Subordinated Securities are
      subordinated and (3) the Subordinated Securities. As used in the preceding
      sentence the term “purchase-money obligations” shall mean indebtedness or
      obligations evidenced by a note, debenture, bond or other instrument (whether
      or
      not secured by any lien or other security interest but excluding indebtedness
      or
      obligations for which response is limited to the property purchased) issued
      or
      assumed as all or a part of the consideration for the acquisition of property,
      whether by purchase, merger, consolidation or otherwise, but shall not include
      any trade accounts payable. A distribution may consist of cash, securities
      or
      other property.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    No
      recourse under or upon any obligation, covenant or agreement contained in the
      Indenture or in this Subordinated 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 Subordinated Securities.

     

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

     

    THE
      INDENTURE AND THE SUBORDINATED SECURITIES, INCLUDING THIS SUBORDINATED 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 Subordinated Securities as a convenience to the Holders of the
      Subordinated Securities. No representation is made as to the correctness or
      accuracy of such CUSIP numbers as printed on the Subordinated 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 Subordinated Security shall not be
      entitled to any benefit under the Indenture or be valid or obligatory for any
      purpose.


    
      
        
        

      

      
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    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 Subordinated Securities of the series designated “[designation of
      Subordinated Securities]” pursuant to the within-mentioned
      Indenture.

    


    
      	 
              	
              ,

            
	 as
              Trustee	 
	 	 	 
	 	 	 
	
              By:

            	
               

            	 
	 	
              Authorized
                Signatory

            	 


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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 Subordinated Security of CapLease, Inc. and ____________ hereby
      does
      irrevocably constitute and appoint ____________ Attorney to transfer said
      Subordinated 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 Subordinated Security in every particular, without
      alteration or enlargement or any change whatever.


    
      
        
        

      

      
        7