Exhibit 4.3


 




 





 


iSTAR FINANCIAL INC.



5.875% SENIOR NOTES DUE 2016


 






 


ELEVENTH SUPPLEMENTAL INDENTURE



Dated as of February 21, 2006


 






 


US BANK TRUST NATIONAL 

ASSOCIATION



Trustee


 






 




 





 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  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


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
  Other
  Definitions

  	
   

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.04.

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
   

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.05.

  	
  Rules of
  Construction

  	
   

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  THE NOTES

  	
   

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and
  Dating

  	
   

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Execution
  and Authentication

  	
   

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Registrar
  and Paying Agent

  	
   

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Paying
  Agent to Hold Money in Trust

  	
   

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Holder
  Lists

  	
   

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Transfer
  and Exchange

  	
   

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Replacement
  Notes

  	
   

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Outstanding
  Notes

  	
   

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Treasury
  Notes

  	
   

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Temporary
  Notes

  	
   

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Cancellation

  	
   

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  Defaulted
  Interest

  	
   

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  Record
  Date

  	
   

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.14.

  	
  CUSIP
  Numbers

  	
   

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  REDEMPTION AND PREPAYMENT

  	
   

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Notices
  to Trustee

  	
   

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Selection
  of Notes to Be Redeemed

  	
   

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Notice
  of Redemption

  	
   

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Effect
  of Notice of Redemption

  	
   

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  Deposit
  of Redemption Price

  	
   

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
  Notes
  Redeemed in Part

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.07.

  	
  Optional
  Redemption

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.08.

  	
  Mandatory
  Redemption

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  COVENANTS

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment
  of Notes

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Maintenance
  of Office or Agency

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Reports
  to Holders

  	
   

  	
   

  	
  24

  
						



 


-i-

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Compliance
  Certificate

  	
   

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
  Taxes

  	
   

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.06.

  	
  Stay,
  Extension and Usury Laws

  	
   

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.07.

  	
  Limitation
  on Incurrence of Additional Indebtedness

  	
   

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.08.

  	
  Corporate
  Existence

  	
   

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.09.

  	
  Maintenance
  of Total Unencumbered Assets

  	
   

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.10.

  	
  Termination
  of Certain Covenants if Certain Ratings are Assigned.

  	
   

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.11.

  	
  Maintenance
  of Properties; Books and Records; Compliance with Law

  	
   

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  SUCCESSORS

  	
   

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Merger,
  Consolidation, or Sale of Assets

  	
   

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Successor
  Corporation Substituted

  	
   

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  DEFAULTS AND REMEDIES

  	
   

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events
  of Default

  	
   

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Acceleration

  	
   

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Other
  Remedies

  	
   

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Waiver
  of Past Defaults

  	
   

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Control
  by Majority

  	
   

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Limitation
  on Suits

  	
   

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Rights
  of Holders of Notes to Receive Payment

  	
   

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Collection
  Suit by Trustee

  	
   

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
  Priorities

  	
   

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
  Undertaking
  for Costs

  	
   

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  TRUSTEE

  	
   

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties
  of Trustee

  	
   

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Rights
  of Trustee

  	
   

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  Individual
  Rights of Trustee

  	
   

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Trustee’s
  Disclaimer

  	
   

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Notice
  of Defaults

  	
   

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Reports
  by Trustee

  	
   

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Compensation
  and Indemnity

  	
   

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Replacement
  of Trustee

  	
   

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.09.

  	
  Successor
  Trustee by Merger, etc.

  	
   

  	
   

  	
  35

  
						



 


-ii-

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.10.

  	
  Eligibility;
  Disqualification

  	
   

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Preferential
  Collection of Claims

  	
   

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Option
  to Effect Legal Defeasance or Covenant Defeasance

  	
   

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Legal
  Defeasance and Discharge

  	
   

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Covenant
  Defeasance

  	
   

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Conditions
  to Legal or Covenant Defeasance

  	
   

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.05.

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

  	
   

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Repayment
  to Company

  	
   

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.07.

  	
  Reinstatement

  	
   

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Without
  Consent of Holders of Notes

  	
   

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  With
  Consent of Holders of Notes

  	
   

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Compliance
  with Trust Indenture Act

  	
   

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Revocation
  and Effect of Consents

  	
   

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Notation
  on or Exchange of Notes

  	
   

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.06.

  	
  Trustee
  to Sign Amendments, etc

  	
   

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  SATISFACTION AND DISCHARGE

  	
   

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Satisfaction
  and Discharge

  	
   

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  Application
  of Trust Money

  	
   

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  MISCELLANEOUS

  	
   

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Trust
  Indenture Act Controls

  	
   

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  Notices

  	
   

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
  Communication
  by Holders of Notes with Other Holders of Notes

  	
   

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.04.

  	
  Certificate
  and Opinion as to Conditions Precedent

  	
   

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
  Statements
  Required in Certificate or Opinion

  	
   

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.06.

  	
  Rules by
  Trustee and Agents

  	
   

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.07.

  	
  No
  Personal Liability of Directors, Officers, Employees and Stockholders

  	
   

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.08.

  	
  Governing
  Law

  	
   

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.09.

  	
  No
  Adverse Interpretation of Other Agreements

  	
   

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.10.

  	
  Successors

  	
   

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.11.

  	
  Severability

  	
   

  	
   

  	
  44

  
						



 


-iii-

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.12.

  	
  Counterpart
  Originals

  	
   

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.13.

  	
  Table
  of Contents, Headings, etc.

  	
   

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.14.

  	
  Conflicts
  with Indenture

  	
   

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


EXHIBITS


 


Exhibit A                                               FORM OF
NOTE


 


-iv-

















 


SUPPLEMENTAL INDENTURE
dated as of February 21, 2006 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 March 15,
2016, 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.


 


“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 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


 


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


 


“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.


 


“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 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


 


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(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 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);


 


4

















 


(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 (4) 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)           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.


 


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“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
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) the Revolving Credit Agreement,
dated as of April 19, 2004 and as amended as of December 17, 2004 and
September 16, 2005, among the Company, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent; (2) the amended and restated
credit facility between Deutsche Bank AG, Cayman Islands 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.


 


6

















 


“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.


 


“Guarantor”
means:  each of the Company’s
Subsidiaries that in the future executes a supplemental indenture in which such
Subsidiary agrees to be bound by the terms of this Supplemental Indenture as a
Guarantor; provided that any Person constituting a
Guarantor as described above shall cease to constitute a Guarantor when its
respective Guarantee is released in accordance with the terms of this
Supplemental Indenture.


 


“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;


 


(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.


 


7

















 


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 $500 million principal amount of 5.875% Senior
Notes due 2016 of the Company issued on the Issue Date.


 


“Interest
Payment Date” means March 15 and September 15 of each year
commencing September 15, 2006.


 


“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.


 


“Issue Date”
means February 21, 2006, 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 Investor Service, Inc. or any successor rating agency.


 


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


 


8

















 


(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 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.


 


9

















 


“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:


 


Section 1.02.     
(1)               Indebtedness under: (a) the
Initial Notes; (b) the Company’s $500 million aggregate principal amount
of 5.650% Senior Notes due 2011 that were issued on February 21, 2006 ; (c) 
the Company’s $250.0 million aggregate principal amount of 5.80% Senior Notes
due 2011 that were issued on December 14, 2005; (d) the Company’s
$225.0 million Senior Floating Rate Notes issued on December  14,
2005; (e) the Company’s $100.0 million in unsecured floating rate trust
preferred securities that were issued on September 14, 2005; (f) the
Company’s $250.0 million aggregate principal amount of 5.375% Senior Notes due
2010 that were issued on April 21, 2005; (g) the Company’s $250.0
million aggregate principal amount of 6.05% Senior Notes due 2015 that were
issued on April 21, 2005; (h) 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; (i) 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; (j) 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;
(k) 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; (l) the Company’s $250.0 million aggregate principal amount of
5.125% Notes due 2011 that were issued on March 30, 2004; (m) the
Company’s $350.0 million aggregate principal amount of 4.875% Senior Notes due
2009 that were issued on January 23, 2004; (n) the Company’s $350.0
million aggregate principal amount of 6.00% Senior Notes due 2010 that were
issued on December 12, 2003; (o) the Company’s $150.0 million
aggregate principal amount of 6.50% Senior Notes due 2013 that were issued on December 12,
2003; (p) 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 (q) the Company’s $240.0 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;


 


10

















 


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


 


11

















 


“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.


 


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


 


“Rating
Agencies” means S&P, Moody’s and Fitch.


 


“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 managing
director, director, principal, vice president, assistant vice president,
assistant treasurer, associate 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.


 


“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.


 


12

















 


“S&P”
means Standard & Poor’s Ratings Group, a division of McGraw Hill Inc.,
a New York corporation, 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; 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.


 


“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.


 


13

















 


“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 1.03.     
Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Authentication Order”

  	
   

  	
  2.02

  
	
  “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 1.04.     
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 1.05.     
Rules of Construction.  Unless the context otherwise requires:


 


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


 


(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


 


14

















 


(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 $1,000 and integral multiples thereof.


 


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.


 


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.


 


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 $500.0
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 


 


15

















 


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).


 


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 


 


16

















 


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.


 


(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 


 


17

















 


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 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 


 


18

















 


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 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.


 


19

















 


(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.


 


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 


 


20

















 


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


 


(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 


 


21

















 


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 $1,000 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
and the amount of accrued and unpaid interest, if any, to be paid;


 


(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.


 


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 and accrued interest on all Notes to
be redeemed on that date and any amounts owed the Trustee.  


 


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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, and accrued interest on, 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, 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.


 


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 


 


23

















 


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.


 


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 


 


24



















 


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
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 


 


25

















 


amount
of the Unsecured Indebtedness of the Company and its Subsidiaries, in each case
on a consolidated basis.


 


Section 4.10.     
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
following three rating agencies: 
S&P, Moody’s and Fitch and (2) no Default or Event of Default
has occurred and is continuing.


 


Section 4.11.     
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 4.11 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
Supplemental Indenture.


 


(a)   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.


 


(b)   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, 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 corporation; 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”):


 


26

















 


(i)            shall be a corporation 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 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.


 


27

















 


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;


 


(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;


 


(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;


 


28

















 


(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 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.


 


29

















 


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 (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 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 


 


30

















 


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 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 


 


31

















 


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 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.


 


32

















 


(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 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.


 


(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, written 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 


 


33

















 


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.


 


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 


 


34

















 


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, 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.


 


35

















 


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 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, 4.10 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 


 


36

















 


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 opinion of
a nationally recognized independent registered public accounting firm, 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 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;


 


37

















 


(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.


 


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.


 


38

















 


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;


 


(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 


 


39

















 


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 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; or


 


(f)    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.


 


40

















 


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.


 


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 


 


41

















 


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 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 others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’ 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


 


42

















 


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


Attention:  Angelita Pena, 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
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


 


43

















 


(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.


 


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.


 


44

















 


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]


 


45

















 


SIGNATURES


 


	
  Dated as of February 21, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
  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 45031UAW1


 


5.875% Senior Notes due 2016


 


	
  No. 1

  	
  $500,000,000

  



 


 


iSTAR FINANCIAL INC.


 


promises to pay to                                    ,
or registered assigns, the principal sum of FIVE HUNDRED MILLION on March 15,
2016.


 


Interest Payment Dates: March 15 and September 15


 


Record Dates:  March 1 and
September 1


 


Dated:  February 21, 2006


 


	
   

  	
  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]

5.875% Senior Notes due 2016


 


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 5.875% per annum from February 21,
2006 until maturity.  The company will
pay interest semi-annually in arrears on March 15 and
September 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 February 21, 2006; 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 September 15, 2006. 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 March 1 or September 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 February 21, 2006 (collectively, the “Indenture”) between the Company and the Trustee.  The terms of 


 


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the 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 $500.0 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 March 15, 2016, computed using a discount rate equal to the
Treasury Rate plus 20 basis points; over (b) the 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.


 


The Company shall not be required to make
mandatory redemption payments with respect to the Notes.


 


7.  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 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.


 


8.  DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be 


 


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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.


 


9.  PERSONS DEEMED OWNERS. 
The registered Holder of a Note may be treated as its owner for all
purposes.


 


10.  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.


 


11.  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.


 


12.  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.


 


13.  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 


 


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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.


 


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


 


15.  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).


 


16.  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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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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