Exhibit 4.4


 




 





iSTAR FINANCIAL INC.



SENIOR FLOATING RATE NOTES DUE 2009


 










 


TENTH SUPPLEMENTAL INDENTURE



Dated as of December 14, 2005


 










 


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


 


	
  ARTICLE 1                                   DEFINITIONS AND INCORPORATION BY
  REFERENCE

  	
  1

  
	
   

  	
   

  
	
  Section 1.01.     Definitions

  	
  1

  
	
   

  	
   

  
	
  Section 1.02.     Other
  Definitions

  	
  13

  
	
   

  	
   

  
	
  Section 1.03.     Incorporation
  by Reference of Trust Indenture Act

  	
  14

  
	
   

  	
   

  
	
  Section 1.04.     Rules of
  Construction

  	
  14

  
	
   

  	
   

  
	
  ARTICLE 2                                   THE NOTES

  	
  14

  
	
   

  	
   

  
	
  Section 2.01.     Form and
  Dating

  	
  14

  
	
   

  	
   

  
	
  Section 2.02.     Execution
  and Authentication

  	
  15

  
	
   

  	
   

  
	
  Section 2.03.     Registrar
  and Paying Agent

  	
  15

  
	
   

  	
   

  
	
  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

  	
  19

  
	
   

  	
   

  
	
  Section 2.08.     Outstanding
  Notes

  	
  19

  
	
   

  	
   

  
	
  Section 2.09.     Treasury
  Notes

  	
  20

  
	
   

  	
   

  
	
  Section 2.10.     Temporary
  Notes

  	
  20

  
	
   

  	
   

  
	
  Section 2.11.     Cancellation

  	
  20

  
	
   

  	
   

  
	
  Section 2.12.     Defaulted
  Interest

  	
  20

  
	
   

  	
   

  
	
  Section 2.13.     Record
  Date

  	
  20

  
	
   

  	
   

  
	
  Section 2.14.     CUSIP
  Numbers

  	
  20

  
	
   

  	
   

  
	
  ARTICLE 3                                   REDEMPTION AND PREPAYMENT

  	
  20

  
	
   

  	
   

  
	
  ARTICLE 4                                   COVENANTS

  	
  21

  
	
   

  	
   

  
	
  Section 4.01.     Payment
  of Notes

  	
  21

  
	
   

  	
   

  
	
  Section 4.02.     Maintenance
  of Office or Agency

  	
  21

  
	
   

  	
   

  
	
  Section 4.03.     Reports
  to Holders

  	
  21

  
	
   

  	
   

  
	
  Section 4.04.     Compliance
  Certificate

  	
  22

  
	
   

  	
   

  
	
  Section 4.05.     Taxes

  	
  22

  
	
   

  	
   

  
	
  Section 4.06.     Stay,
  Extension and Usury Laws

  	
  22

  
	
   

  	
   

  
	
  Section 4.07.     Limitation
  on Incurrence of Additional Indebtedness

  	
  22

  
	
   

  	
   

  
	
  Section 4.08.     Corporate
  Existence

  	
  23

  
	
   

  	
   

  
	
  Section 4.09.     Maintenance
  of Total Unencumbered Assets

  	
  23

  
	
   

  	
   

  
	
  Section 4.10.     Termination
  of Certain Covenants if Certain Ratings are Assigned.

  	
  23

  
	
   

  	
   

  
	
  Section 4.11.     Maintenance
  of Properties; Books and Records; Compliance with Law

  	
  23

  



 


i





















 


	
  ARTICLE 5                                   SUCCESSORS

  	
  24

  
	
   

  	
   

  
	
  Section 5.01.     Merger,
  Consolidation, or Sale of Assets

  	
  24

  
	
   

  	
   

  
	
  Section 5.02.     Successor
  Corporation Substituted

  	
  25

  
	
   

  	
   

  
	
  ARTICLE 6                                   DEFAULTS AND REMEDIES

  	
  25

  
	
   

  	
   

  
	
  Section 6.01.     Events
  of Default

  	
  25

  
	
   

  	
   

  
	
  Section 6.02.     Acceleration

  	
  26

  
	
   

  	
   

  
	
  Section 6.03.     Other
  Remedies

  	
  27

  
	
   

  	
   

  
	
  Section 6.04.     Waiver
  of Past Defaults

  	
  27

  
	
   

  	
   

  
	
  Section 6.05.     Control
  by Majority

  	
  27

  
	
   

  	
   

  
	
  Section 6.06.     Limitation
  on Suits

  	
  27

  
	
   

  	
   

  
	
  Section 6.07.     Rights
  of Holders of Notes to Receive Payment

  	
  28

  
	
   

  	
   

  
	
  Section 6.08.     Collection
  Suit by Trustee

  	
  28

  
	
   

  	
   

  
	
  Section 6.09.     Trustee
  May File Proofs of Claim

  	
  28

  
	
   

  	
   

  
	
  Section 6.10.     Priorities

  	
  29

  
	
   

  	
   

  
	
  Section 6.11.     Undertaking
  for Costs

  	
  29

  
	
   

  	
   

  
	
  ARTICLE 7                                   TRUSTEE

  	
  29

  
	
   

  	
   

  
	
  Section 7.01.     Duties
  of Trustee

  	
  29

  
	
   

  	
   

  
	
  Section 7.02.     Rights
  of Trustee

  	
  30

  
	
   

  	
   

  
	
  Section 7.03.     Individual
  Rights of Trustee

  	
  31

  
	
   

  	
   

  
	
  Section 7.04.     Trustee’s
  Disclaimer

  	
  31

  
	
   

  	
   

  
	
  Section 7.05.     Notice
  of Defaults

  	
  31

  
	
   

  	
   

  
	
  Section 7.06.     Reports
  by Trustee

  	
  31

  
	
   

  	
   

  
	
  Section 7.07.     Compensation
  and Indemnity

  	
  31

  
	
   

  	
   

  
	
  Section 7.08.     Replacement
  of Trustee

  	
  32

  
	
   

  	
   

  
	
  Section 7.09.     Successor
  Trustee by Merger, etc.

  	
  33

  
	
   

  	
   

  
	
  Section 7.10.     Eligibility;
  Disqualification

  	
  33

  
	
   

  	
   

  
	
  Section 7.11.     Preferential
  Collection of Claims

  	
  33

  
	
   

  	
   

  
	
  ARTICLE 8                                   LEGAL DEFEASANCE AND COVENANT
  DEFEASANCE

  	
  33

  
	
   

  	
   

  
	
  Section 8.01.     Option
  to Effect Legal Defeasance or Covenant Defeasance

  	
  33

  
	
   

  	
   

  
	
  Section 8.02.     Legal
  Defeasance and Discharge

  	
  33

  
	
   

  	
   

  
	
  Section 8.03.     Covenant
  Defeasance

  	
  34

  
	
   

  	
   

  
	
  Section 8.04.     Conditions
  to Legal or Covenant Defeasance

  	
  34

  
	
   

  	
   

  
	
  Section 8.05.     Deposited
  Money and Government Securities to be Held in Trust; Other Miscellaneous
  Provisions

  	
  35

  



 


ii





















 


	
  Section 8.06.     Repayment
  to Company

  	
  36

  
	
   

  	
   

  
	
  Section 8.07.     Reinstatement

  	
  36

  
	
   

  	
   

  
	
  ARTICLE 9                                   AMENDMENT, SUPPLEMENT AND WAIVER

  	
  36

  
	
   

  	
   

  
	
  Section 9.01.     Without
  Consent of Holders of Notes

  	
  36

  
	
   

  	
   

  
	
  Section 9.02.     With
  Consent of Holders of Notes

  	
  37

  
	
   

  	
   

  
	
  Section 9.03.     Compliance
  with Trust Indenture Act

  	
  38

  
	
   

  	
   

  
	
  Section 9.04.     Revocation
  and Effect of Consents

  	
  38

  
	
   

  	
   

  
	
  Section 9.05.     Notation
  on or Exchange of Notes

  	
  38

  
	
   

  	
   

  
	
  Section 9.06.     Trustee
  to Sign Amendments, etc

  	
  38

  
	
   

  	
   

  
	
  ARTICLE 10                             SATISFACTION AND DISCHARGE

  	
  38

  
	
   

  	
   

  
	
  Section 10.01.     Satisfaction
  and Discharge

  	
  38

  
	
   

  	
   

  
	
  Section 10.02.     Application
  of Trust Money

  	
  39

  
	
   

  	
   

  
	
  ARTICLE 11                             MISCELLANEOUS

  	
  39

  
	
   

  	
   

  
	
  Section 11.01.     Trust
  Indenture Act Controls

  	
  39

  
	
   

  	
   

  
	
  Section 11.02.     Notices

  	
  39

  
	
   

  	
   

  
	
  Section 11.03.     Communication
  by Holders of Notes with Other Holders of Notes

  	
  40

  
	
   

  	
   

  
	
  Section 11.04.     Certificate
  and Opinion as to Conditions Precedent

  	
  41

  
	
   

  	
   

  
	
  Section 11.05.     Statements
  Required in Certificate or Opinion

  	
  41

  
	
   

  	
   

  
	
  Section 11.06.     Rules by
  Trustee and Agents

  	
  41

  
	
   

  	
   

  
	
  Section 11.07.     No
  Personal Liability of Directors, Officers, Employees and Stockholders

  	
  41

  
	
   

  	
   

  
	
  Section 11.08.     Governing
  Law

  	
  41

  
	
   

  	
   

  
	
  Section 11.09.     No
  Adverse Interpretation of Other Agreements

  	
  41

  
	
   

  	
   

  
	
  Section 11.10.     Successors

  	
  42

  
	
   

  	
   

  
	
  Section 11.11.     Severability

  	
  42

  
	
   

  	
   

  
	
  Section 11.12.     Counterpart
  Originals

  	
  42

  
	
   

  	
   

  
	
  Section 11.13.     Table
  of Contents, Headings, etc.

  	
  42

  
	
   

  	
   

  
	
  Section 11.14.     Conflicts
  with Indenture

  	
  42

  



 


EXHIBITS


 


Exhibit A                                               FORM OF
NOTE


 


iii





















 


SUPPLEMENTAL INDENTURE
dated as of December 14, 2005 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
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


 


(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.


 


2





















 


“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


 


(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 


 


3





















 


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);


 


(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:


 


4





















 


(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.


 


“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


 


5





















 


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 credit facility between Deutsche
Bank AG, New York Branch, and iStar DB Seller LLC, dated as of January 11,
2001, in each case, together with the related documents thereto (including,
without limitation, any security documents), in each case as such agreements
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder (provided that
such increase in borrowings is permitted by Section 4.07 hereof) or
adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all
or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.


 


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


 


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


 


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


 


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


 


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


 


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


 


6





















 


“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.


 


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.


 


7





















 


“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 $225 million principal amount of Senior Floating
Rate Notes due 2009 of the Company issued on the Issue Date.


 


“Interest
Payment Date” means March 16, June 16, September 16
and December 16 of each year commencing March 16, 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 December 14, 2005, 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 at Stated Maturity, and whether by declaration of
acceleration 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:


 


(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);


 


8





















 


(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.


 


“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:


 


9





















 


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


 


(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;


 


10





















 


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


 


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


 


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


 


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


 


(10)                            Refinancing
Indebtedness; and


 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


“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.


 


“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:


 


12





















 


(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.


 


“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.


 


“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.


 


13





















 


Section 1.02.     
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

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Surviving Entity”

  	
   

  	
  5.01

  	
   

  



 


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


 


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


 


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


 


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


 


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


 


(c)                                  “or”
is not exclusive;


 


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


 


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


 


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


 


ARTICLE 2


 


THE NOTES


 


Section 2.01.     
Form and Dating.


 


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


 


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(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.  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
$225.0 million (other than as provided in Section 2.07).  The Trustee shall authenticate Additional
Notes thereafter (so long as permitted by the terms of this Supplemental
Indenture) for original issue upon one or more Authentication Orders in
aggregate principal amount as specified in such order (other than as provided
in Section 2.07).  Each such
Authentication Order shall specify the amount of Notes to be authenticated,
whether the Notes are to be Initial Notes or Additional Notes and whether the
Notes are to be issued as Definitive Notes or Global Notes or such other
information as the Trustee shall reasonably request.


 


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


 


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


 


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


 


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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 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


 


16





















 


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
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 


 


17





















 


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


 


(h)                                 General Provisions Relating to Transfers and Exchanges.


 


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


 


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


 


18





















 


(iii)                               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.


 


(iv)                              The
Company shall not be required to register the transfer of or to exchange a Note
between a record date and the next succeeding Interest Payment Date.


 


(v)                                 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.


 


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


 


(vii)                           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 the 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.


 


19





















 


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 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 the Company will promptly notify
the Trustee in writing of any change in the CUSIP numbers.


 


ARTICLE 3


 


REDEMPTION AND PREPAYMENT


 


The Notes may not
be redeemed prior to the Maturity Date.


 


20





















 


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 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


 


21





















 


(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
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.


 


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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 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 4.10 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 4.12 shall prevent the Company or any of its
Subsidiaries from discontinuing the operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is
either (i) in the ordinary course of business, (ii) in the reasonable
and good faith judgment of the Board of Directors or management of the Company
or the Subsidiary concerned, as the case may be, desirable in the conduct of
the business of the Company or such Subsidiary, as the case may be, or
(iii) otherwise permitted by this Supplemental Indenture.


 


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


 


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


 


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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”):


 


(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; provided, however, that this
clause (2) shall not apply in the event of a transaction between the
Company and TriNet;


 


(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.


 


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


 


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


 


ARTICLE 6


 


DEFAULTS AND REMEDIES


 


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


 


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


 


(2)           the failure to pay the principal on
any Notes, when such principal becomes due and payable, at maturity 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:


 


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


 


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


 


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


 


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


 


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


 


(d)           the Company or any Significant
Subsidiary:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
6.04.      Waiver of Past Defaults.  Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice in writing
to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium, if any, or interest on, the Notes (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:


 


27





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


28





















 


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


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


 


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


 


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


 


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


 


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


 


ARTICLE 7


 


TRUSTEE


 


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


 


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


 


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


 


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


 


29





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.02.          Rights of Trustee.  (a)
The Trustee may rely 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.


 


30





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


31





















 


the fees and
expenses of such counsel.  The Company
need not pay for any settlement made without its consent.  The Company need not reimburse any expense or
indemnify against any loss, expense or liability incurred by the Trustee to the
extent it is due to the Trustee’s own willful misconduct, negligence or bad
faith.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)           the Trustee becomes incapable of
acting.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 8


 


LEGAL DEFEASANCE AND
COVENANT DEFEASANCE


 


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


 


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


 


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


 


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


 


In order to
exercise either Legal Defeasance or Covenant Defeasance:


 


(a)           the Company must irrevocably deposit
with the Trustee, in trust, for the benefit of the Holders, cash in United
States dollars, non-callable Government Securities, or a combination thereof,
in such amounts as will be sufficient, in the 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;


 


(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;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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.


 


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


 


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


 


ARTICLE 9


 


AMENDMENT, SUPPLEMENT AND
WAIVER


 


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


 


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


 


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


 


(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.


 


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


 


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


 


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


 


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


 


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


 


37





















 


(c)           reduce the principal of or change or
have the effect of changing the fixed maturity of any Notes;


 


(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.


 


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:


 


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(a)           either:


 


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


 


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


 


(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:


 


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If to the Company: 




iStar Financial Inc.

1114 Avenue of the Americas, 27th Floor

New York, NY  10036

Facsimile:  (212) 930-9494

Attention:  Chief Executive Officer


 


With a copy to: 




Clifford Chance US LLP

31 West 52nd Street

New York, NY  10019

Facsimile:  (212) 878-8375

Attention:  Kathleen L. Werner, Esq.


 


If to the Trustee: 




US Bank Trust National Association

100 Wall Street, 19th Floor

New York, NY 10005

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).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


41





















 


any other Person.  Any such indenture, loan or debt agreement
may not be used to interpret this Supplemental Indenture.


 


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


 


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


 


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


 


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


 


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


 


[Signatures on
following page]


 


42





















 


SIGNATURES


 


Dated as of
December 14, 2005


 


	
   

  	
  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 45031UAV3


Senior Floating
Rate Notes due 2009


 


	
  No.       

  	
   

  	
  $225,000,000    

  



iSTAR FINANCIAL
INC.


 


promises to pay to                                                 ,
or registered assigns, the principal sum of TWO HUNDRED AND TWENTY FIVE MILLION
Dollars on March 16, 2009.


 


Interest Payment
Dates:  March 16, June 16,
September 16 and December 16


 


Record Dates:
March 1, June 1, September 1 and December 1


 


Dated:  December 14, 2005


 


	
   

  	
  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

  	
   

  
				



 


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[Back of Note]


Senior Floating
Rate Notes due 2009


 


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 quarterly in
arrears on March 16, June 16, September 16 and December 16
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”) at
the rate per annum, reset quarterly (the “interest reset period”
and the first date in such period, the “interest reset date”),
equal to three-month LIBOR (as defined below) plus 0.55% to be determined
by the calculation agent.  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 December 14, 2005; 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 March 16, 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 using the actual number of days elapsed from and
including an interest payment date to but excluding the next succeeding interest
payment date.  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,
except that if such Business Day falls in the next succeeding calendar month,
such interest payment date will be the immediately preceding 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.


 


The interest rate
on the Notes applicable to each interest reset period commencing on the related
interest reset date, or the original issue date in the case of the initial
interest period, will be the rate determined as of the applicable interest
determination date.  The “interest
determination date” will be the second London business day immediately
preceding the original issue date, in the case of the initial interest reset
period, or thereafter the applicable interest reset date.


 


US Bank Trust
National Association, or its successor appointed by us, will act as calculation
agent.  Three-month LIBOR will be
determined by the calculation agent as of the applicable interest determination
date in accordance with the following provisions:


 


(i)                   LIBOR
is the rate for deposits in U.S. dollars for the three-month period which
appears on Moneyline Telerate Page 3750 (as defined below) at
approximately 11:00 a.m., London time, on the applicable interest determination
date.  “Moneyline Telerate Page 3750”
means the display designated on page “3750” on Moneyline Telerate (or such
other page as may replace the 3750 page on that service, any successor service
or such other service or services as may be nominated by the British Bankers’
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).  If no rate
appears on Moneyline Telerate Page 3750, LIBOR for such interest
determination date will be determined in accordance with the provisions of
paragraph (ii) below.


 


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(ii)                With
respect to an interest determination date on which no rate appears on Moneyline
Telerate Page 3750 at approximately 11:00 a.m., London time, on such
interest determination date, the calculation agent shall request the principal
London offices of each of four major reference banks (which may include
affiliates of the underwriters) in the London interbank market selected by
the calculation agent (after consultation with us) to provide the
calculation agent with a quotation of the rate at which deposits of U.S.
dollars having a three-month maturity, commencing on the second London business
day immediately following such interest determination date, are offered by it
to prime banks in the London interbank market as of approximately 11:00 a.m.,
London time, on such interest determination date in a principal amount equal to
an amount of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. 
If at least two such quotations are provided, LIBOR for such interest
determination date will be the arithmetic mean of such quotations as calculated
by the calculation agent.  If fewer than
two quotations are provided, LIBOR for such interest determination date will be
the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York
City time, on such interest determination date by three major banks (which may
include affiliates of the underwriters) selected by the calculation agent
(after consultation with us) for loans in U.S. dollars to leading European
banks having a three-month maturity commencing on the second London business
day immediately following such interest determination date and in a principal
amount equal to an amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid
by the calculation agent are not quoting such rates as mentioned in this
sentence, LIBOR for such interest determination date will be LIBOR determined
with respect to the immediately preceding interest determination date.


 


All percentages
resulting from any calculation of any interest rate for the Notes will be
rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward and all
dollar amounts will be rounded to the nearest cent, with one-half cent being
rounded upward.


 


Promptly upon such
determination, the calculation agent will notify us and the Trustee (if the
calculation agent is not the Trustee) of the interest rate for the new
interest reset period.  Upon request of a
holder of the Notes, the calculation agent will provide to such holder the
interest rate in effect on the date of such request and, if determined, the
interest rate for the next interest reset period.


 


All calculations
made by the calculation agent for the purposes of calculating interest on the
Notes shall be conclusive and binding on the holders and the Company, absent
manifest error.


 


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, June 1, September 1 and December 1 immediately
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


 


A-3





















 


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 December 14, 2005 (collectively, the “Indenture”) between the Company and the Trustee.  The terms of 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
$225.0 million in aggregate principal amount on the Issue Date and may
issue Additional Notes in accordance with the terms of the Indenture.


 


5.  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 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.  Also, the Company need not exchange or
register the transfer of any Notes during the period between a record date and
the corresponding Interest Payment Date.


 


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


 


7.  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.


 


8.  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


 


A-4





















 


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.


 


9.  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.


 


10.  NO RECOURSE AGAINST OTHERS. 
A director, officer, employee, incorporator or stockholder, of the
Company, as such, shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


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


 


12.  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).


 


13.  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.  No representation is made
as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers placed thereon.


 


A-5





















 


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


 


A-6





















 


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).


 


A-7





















 


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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-8