Exhibit
10.1




 





 


iSTAR FINANCIAL
INC.


5.95% SENIOR NOTES
DUE 2013






INDENTURE


Dated as of
September 22, 2006






U.S. BANK TRUST
NATIONAL

ASSOCIATION


Trustee








 


















 


CROSS-REFERENCE
TABLE*


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  11.03

  
	
   

  	
  (c)

  	
   

  	
  11.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(2)

  	
   

  	
  7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06;11.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.03;11.02

  
	
   

  	
  (c)(1)

  	
   

  	
  11.04

  
	
   

  	
  (c)(2)

  	
   

  	
  11.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  11.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05,11.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
  2.13

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
  11.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  11.01

  



 






N.A. means not applicable.


*              This Cross-Reference Table is not part of the
Indenture.















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE 1            DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
  Section 1.01.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02.

  	
   

  	
  Other Definitions

  	
   

  	
  15

  
	
  Section 1.03.

  	
   

  	
  Incorporation by Reference of Trust Indenture Act

  	
   

  	
  15

  
	
  Section 1.04.

  	
   

  	
  Rules of Construction

  	
   

  	
  15

  
	
  ARTICLE 2            THE
  NOTES

  	
   

  	
  16

  
	
  Section 2.01.

  	
   

  	
  Form and Dating

  	
   

  	
  16

  
	
  Section 2.02.

  	
   

  	
  Execution and Authentication

  	
   

  	
  17

  
	
  Section 2.03.

  	
   

  	
  Registrar and Paying Agent

  	
   

  	
  17

  
	
  Section 2.04.

  	
   

  	
  Paying Agent To Hold Money in Trust

  	
   

  	
  18

  
	
  Section 2.05.

  	
   

  	
  Holder Lists

  	
   

  	
  18

  
	
  Section 2.06.

  	
   

  	
  Transfer and Exchange

  	
   

  	
  18

  
	
  Section 2.07.

  	
   

  	
  Replacement Notes

  	
   

  	
  29

  
	
  Section 2.08.

  	
   

  	
  Outstanding Notes

  	
   

  	
  29

  
	
  Section 2.09.

  	
   

  	
  Treasury Notes

  	
   

  	
  30

  
	
  Section 2.10.

  	
   

  	
  Temporary Notes

  	
   

  	
  30

  
	
  Section 2.11.

  	
   

  	
  Cancellation

  	
   

  	
  30

  
	
  Section 2.12.

  	
   

  	
  Defaulted Interest

  	
   

  	
  30

  
	
  Section 2.13.

  	
   

  	
  Record Date

  	
   

  	
  30

  
	
  Section 2.14.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  30

  
	
  ARTICLE 3            REDEMPTION
  AND PREPAYMENT

  	
   

  	
  31

  
	
  Section 3.01.

  	
   

  	
  Notices to Trustee

  	
   

  	
  31

  
	
  Section 3.02.

  	
   

  	
  Selection of Notes to be Redeemed

  	
   

  	
  31

  
	
  Section 3.03.

  	
   

  	
  Notice of Redemption

  	
   

  	
  31

  
	
  Section 3.04.

  	
   

  	
  Effect of Notice of Redemption

  	
   

  	
  32

  
	
  Section 3.05.

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  32

  
	
  Section 3.06.

  	
   

  	
  Notes Redeemed in Part

  	
   

  	
  32

  
	
  Section 3.07.

  	
   

  	
  Optional Redemption

  	
   

  	
  32

  
	
  Section 3.08.

  	
   

  	
  Mandatory Redemption

  	
   

  	
  33

  
	
  ARTICLE 4            COVENANTS

  	
   

  	
  33

  
	
  Section 4.01.

  	
   

  	
  Payment of Notes

  	
   

  	
  33

  
	
  Section 4.02.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  33

  
	
  Section 4.03.

  	
   

  	
  Reports to Holders

  	
   

  	
  34

  
	
  Section 4.04.

  	
   

  	
  Compliance Certificate

  	
   

  	
  34

  
							



 



 i
 






 



 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  Section 4.05.

  	
   

  	
  Taxes

  	
   

  	
  35

  
	
  Section 4.06.

  	
   

  	
  Stay, Extension and Usury Laws

  	
   

  	
  35

  
	
  Section 4.07.

  	
   

  	
  Limitation on Incurrence of Additional Indebtedness

  	
   

  	
  35

  
	
  Section 4.08.

  	
   

  	
  Corporate Existence

  	
   

  	
  35

  
	
  Section 4.09.

  	
   

  	
  Maintenance of Total Unencumbered Assets

  	
   

  	
  35

  
	
  Section 4.10.

  	
   

  	
  Termination of Certain Covenants if Certain Ratings
  are Assigned

  	
   

  	
  35

  
	
  Section 4.11.

  	
   

  	
  Maintenance of Properties; Books and Records;
  Compliance with Law

  	
   

  	
  36

  
	
  Section 4.12.

  	
   

  	
  Registration Rights

  	
   

  	
  36

  
	
  Section 4.13.

  	
   

  	
  Additional Interest

  	
   

  	
  36

  
	
  ARTICLE 5            SUCCESSORS

  	
   

  	
  37

  
	
  Section 5.01.

  	
   

  	
  Merger, Consolidation, or Sale of Assets

  	
   

  	
  37

  
	
  Section 5.02.

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  38

  
	
  ARTICLE 6            DEFAULTS
  AND REMEDIES

  	
   

  	
  38

  
	
  Section 6.01.

  	
   

  	
  Events of Default

  	
   

  	
  38

  
	
  Section 6.02.

  	
   

  	
  Acceleration

  	
   

  	
  39

  
	
  Section 6.03.

  	
   

  	
  Other Remedies

  	
   

  	
  40

  
	
  Section 6.04.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  40

  
	
  Section 6.05.

  	
   

  	
  Control by Majority

  	
   

  	
  40

  
	
  Section 6.06.

  	
   

  	
  Limitation on Suits

  	
   

  	
  40

  
	
  Section 6.07.

  	
   

  	
  Rights of Holders of Notes To Receive Payment

  	
   

  	
  41

  
	
  Section 6.08.

  	
   

  	
  Collection Suit by Trustee

  	
   

  	
  41

  
	
  Section 6.09.

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  41

  
	
  Section 6.10.

  	
   

  	
  Priorities

  	
   

  	
  42

  
	
  Section 6.11.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  42

  
	
  ARTICLE 7            TRUSTEE

  	
   

  	
  42

  
	
  Section 7.01.

  	
   

  	
  Duties of Trustee

  	
   

  	
  42

  
	
  Section 7.02.

  	
   

  	
  Rights of Trustee

  	
   

  	
  43

  
	
  Section 7.03.

  	
   

  	
  Individual Rights of Trustee

  	
   

  	
  44

  
	
  Section 7.04.

  	
   

  	
  Trustee’s Disclaimer

  	
   

  	
  44

  
	
  Section 7.05.

  	
   

  	
  Notice of Defaults

  	
   

  	
  44

  
	
  Section 7.06.

  	
   

  	
  Reports by Trustee

  	
   

  	
  44

  
	
  Section 7.07.

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  44

  
	
  Section 7.08.

  	
   

  	
  Replacement of Trustee

  	
   

  	
  45

  
							



 



 ii
 






 



 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  Section 7.09.

  	
   

  	
  Successor Trustee by Merger, etc

  	
   

  	
  46

  
	
  Section 7.10.

  	
   

  	
  Eligibility; Disqualification

  	
   

  	
  46

  
	
  Section 7.11.

  	
   

  	
  Preferential Collection of Claims

  	
   

  	
  46

  
	
  ARTICLE 8            LEGAL
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
  46

  
	
  Section 8.01.

  	
   

  	
  Option To Effect Legal Defeasance or Covenant
  Defeasance

  	
   

  	
  46

  
	
  Section 8.02.

  	
   

  	
  Legal Defeasance and Discharge

  	
   

  	
  46

  
	
  Section 8.03.

  	
   

  	
  Covenant Defeasance

  	
   

  	
  47

  
	
  Section 8.04.

  	
   

  	
  Conditions to Legal or Covenant Defeasance

  	
   

  	
  47

  
	
  Section 8.05.

  	
   

  	
  Deposited Money and Government Securities To Be Held
  in Trust; Other Miscellaneous Provisions

  	
   

  	
  48

  
	
  Section 8.06.

  	
   

  	
  Repayment to Company

  	
   

  	
  49

  
	
  Section 8.07.

  	
   

  	
  Reinstatement

  	
   

  	
  49

  
	
  ARTICLE 9            AMENDMENT,
  SUPPLEMENT AND WAIVER

  	
   

  	
  49

  
	
  Section 9.01.

  	
   

  	
  Without Consent of Holders of Notes

  	
   

  	
  49

  
	
  Section 9.02.

  	
   

  	
  With Consent of Holders of Notes

  	
   

  	
  50

  
	
  Section 9.03.

  	
   

  	
  Compliance with Trust Indenture Act

  	
   

  	
  51

  
	
  Section 9.04.

  	
   

  	
  Revocation and Effect of Consents

  	
   

  	
  51

  
	
  Section 9.05.

  	
   

  	
  Notation on or Exchange of Notes

  	
   

  	
  51

  
	
  Section 9.06.

  	
   

  	
  Trustee To Sign Amendments, etc.

  	
   

  	
  51

  
	
  ARTICLE 10          SATISFACTION
  AND DISCHARGE

  	
   

  	
  52

  
	
  Section 10.01.

  	
   

  	
  Satisfaction and Discharge

  	
   

  	
  52

  
	
  Section 10.02.

  	
   

  	
  Application of Trust Money

  	
   

  	
  52

  
	
  ARTICLE 11          MISCELLANEOUS

  	
   

  	
  53

  
	
  Section 11.01.

  	
   

  	
  Trust Indenture Act Controls

  	
   

  	
  53

  
	
  Section 11.02.

  	
   

  	
  Notices

  	
   

  	
  53

  
	
  Section 11.03.

  	
   

  	
  Communication by Holders of Notes with Other Holders
  of Notes

  	
   

  	
  54

  
	
  Section 11.04.

  	
   

  	
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  54

  
	
  Section 11.05.

  	
   

  	
  Statements Required in Certificate or Opinion

  	
   

  	
  54

  
	
  Section 11.06.

  	
   

  	
  Rules by Trustee and Agents

  	
   

  	
  54

  
	
  Section 11.07.

  	
   

  	
  No Personal Liability of Directors, Officers,
  Employees and Stockholders

  	
   

  	
  54

  
	
  Section 11.08.

  	
   

  	
  Governing Law

  	
   

  	
  55

  
	
  Section 11.09.

  	
   

  	
  No Adverse Interpretation of Other Agreements

  	
   

  	
  55

  
	
  Section 11.10.

  	
   

  	
  Successors

  	
   

  	
  55

  
							



 



 iii
 






 



 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  Section 11.11.

  	
   

  	
  Severability

  	
   

  	
  55

  
	
  Section 11.12.

  	
   

  	
  Counterpart Originals

  	
   

  	
  55

  
	
  Section 11.13.

  	
   

  	
  Table of Contents, Headings, etc.

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  FORM OF NOTE

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  FORM OF CERTIFICATE OF TRANSFER

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  FORM OF CERTIFICATE OF EXCHANGE

  	
   

  	
   

  
	
  Exhibit D

  	
   

  	
  FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
  ACCREDITED INVESTOR

  	
   

  	
   

  
								



 



 iv














 


INDENTURE dated as of September 22, 2006 between
iStar Financial Inc., a Maryland corporation (the “Company”), and U.S.
Bank Trust National Association, as trustee (the “Trustee”).


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 Interest” has the meaning given
such term in the Registration Rights Agreement.


“Additional Notes” means additional Notes
(other than the Initial Notes) issued under this Indenture in accordance with
Section 2.02 and 4.09.


“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 any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order
to close in New York City and that is a London Banking Day.


“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.


“Clearstream” means Clearstream Banking, S.A.


“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 Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


“Common Stock” of any Person means any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of such Person’s common
stock, and includes, without limitation, all series and classes of such common
stock.


“Company” means iStar Financial Inc. and any
and all successors thereto that become a party to this Indenture in accordance
with its terms.



 2
 






 



“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,
depletion 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 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



 3
 






 



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 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, except for such restrictions permitted by clauses (f), (g) and (h)
of Section 4.08 whether such permitted restrictions exist on the Measurement
Date or are created thereafter;


(4)           the
net income or loss of any other Person, other than a Consolidated Subsidiary of
the referent Person, except:


(a)           to
the extent (in the case of net income) of cash dividends or distributions paid
to the referent Person, or to a Wholly Owned Subsidiary of the referent Person
(other than a Subsidiary described in clause (4) above), by such other
Person; or



 4
 






 



(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
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.



 5
 






 



“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.


“Exchange Notes” means the 5.95% Senior Notes
due 2013 to be issued in exchange for (1) the Initial Notes pursuant to
the Registration Rights Agreement and (2) the Additional Notes, if any,
issued under Section 2.02 pursuant to a registration rights agreement
substantially similar to the Registration Rights Agreement.


“Exchange Offer” means the Exchange Offer as
defined in the Registration Rights Agreement.


“Exchange Offer Registration Statement” means
the Exchange Offer Registration Statement as defined in the Registration Rights
Agreement.


“Existing Credit Agreements” mean:  (1) the
Revolving Credit Agreement, dated as of April 19, 2004 and as amended as
of December 17, 2004, September 16, 2005 and June 28, 2006,
among the Company, the lenders party thereto and JP Morgan Chase Bank, as
administrative agent; (2) the amended and restated credit facility between
Deutsche Bank AG, Cayman Islands Branch, and iStar DB Seller LLC, dated as of
January 9, 2006, in each case, together with the related documents thereto
(including, without limitation, any security documents), in each case as such
agreements may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time, including any agreement
extending the maturity of, refinancing, replacing or otherwise restructuring
(including increasing the amount of available borrowings thereunder (provided
that such increase in borrowings is
permitted by Section 4.07 hereof) or adding Subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.


“Euroclear” means the Euroclear System.


“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
agency.


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



 6
 






 



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


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


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


“Guarantor” means:  each of the Company’s Subsidiaries that in
the future executes a supplemental indenture in which such Subsidiary agrees to
be bound by the terms of this 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 Indenture.


“Holder” or “Noteholder” means a Person
in whose name a Note is registered.


“IAI Global Note(s)” means one or more Global
Notes in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold to Institutional
Accredited Investors.


“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



 7
 






 



(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
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.


“Indenture” means this Indenture, 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 $700 million
principal amount of 5.95% Senior Notes due 2013 of the Company issued on the
Issue Date.


“Institutional Accredited Investor” means an
institution that is an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is not also a QIB.


“Interest Payment Date” means April 15 and
October 15 of each year commencing April 15, 2007.


“Interest Period” means the period commencing
on and including an Interest Payment Date and ending on and including the day
immediately preceding the next succeeding Interest Payment Date, with the
exception that the first Interest Period shall commence on and include
September 22, 2006 and end on and include April 14, 2007.


“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 September 22, 2006, the date
of original issuance of the Initial Notes.



 8
 






 



“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 Indenture, whether at Stated Maturity
by declaration of acceleration, call for redemption, purchase or otherwise.


“Moody’s” means Moody’s Investors 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);


(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 Indenture.


“Obligations” means all obligations for
principal, premium, interest, penalties, fees, indemnification, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.



 9
 






 



“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 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 Indenture relating thereto
and (ii) a statement as to
whether, in the opinion of the signers, such conditions have been complied
with.


“144A Global Note(s)” means one or more Global
Notes in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on
Rule 144A.


“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, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively.


“Permitted Indebtedness” means, without
duplication, each of the following:


(1)           Indebtedness
under: 
(a) The Initial Notes and up to $240 million aggregate
principal amount of 5.95% Senior Notes that may be offered in connection with
the Company’s exchange offer to commence September 19, 2006; (b) the Company’s $500 million aggregate
principal amount of Senior Floating Rate Notes due 2009 issued on September 18,
2006; (c) the Company’s $500 million aggregate principal amount of
5.875% Senior Notes and the $500 million principal aggregate amount of
5.650% Senior Notes that were issued on February 16, 2006; (d) the
Company’s $250.0 million aggregate principal amount of 5.80% Senior Fixed
Rate Notes Due 2011 and the $225.0 million Senior Floating Rate Notes due
2009 that were issued on December 14, 2005; (e) the Company’s
$100.0 million in unsecured floating rate trust preferred securities that
were issued on September 14, 2005; (f) the Company’s
$250.0 million aggregate principal amount of 5.375% Senior Notes due 2010
and the Company’s $250.0 million aggregate principal amount of 6.05%
Senior Notes due 2015 that were issued on April 21, 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



 10
 






 



$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 in existence on the Measurement
Date and as in effect on the Measurement 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 Measurement
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 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;


(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 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
 






 



(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.


“Private Placement Legend” means the legend set
forth in Section 2.06(g)(i) to
be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.


“QIB” means a “qualified institutional buyer”
as defined in Rule 144A.


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


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


“Redemption Date” has the meaning given such
term in Section 3.07.


“Redemption Price” has the meaning given such
term in Section 3.07.


“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



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(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.


“Registrable Notes” has the meaning given such
term in the Registration Rights Agreement.


“Registration Rights Agreement” means the
Registration Rights Agreement dated as of the date hereof by and among the
Company and the initial purchasers named therein as the same may be amended or
supplemented from time to time.


“Regulation S” means Regulation S
promulgated under the Securities Act.


“Regulation S Global Note(s)” means one or
more Global Note in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee that will be issued in
a denomination equal to the outstanding principal amount of the Notes sold in
reliance on, Regulation S.


“REIT” means Real Estate Investment Trust.


“Representative Amount” means a principal
amount of not less than U.S. $1,000,000 for a single transaction in the
relevant market at the relevant time.


“Responsible Officer” means, when used with
respect to the Trustee, any vice president, assistant vice president, assistant
treasurer, trust officer 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.


“Restricted Definitive Note” means a Definitive
Note bearing the Private Placement Legend.


“Restricted Global Note” means a Global Note
bearing the Private Placement Legend.


“Rule 144” means Rule 144 promulgated
under the Securities Act.


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


“Rule 903” means Rule 903 promulgated
under the Securities Act.


“Rule 904” means Rule 904 promulgated
under the Securities Act.


“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.



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“Senior Recourse Indebtedness” means all
Indebtedness of the Company and its Subsidiaries (other than Indebtedness that
is Non-Recourse Indebtedness and other than Subordinated Indebtedness).


“Shelf Registration Statement” means the Shelf
Registration Statement as defined in the Registration Rights Agreement.


“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.


“Subordinated Indebtedness” means all of the
Company’s and its Subsidiaries’ Indebtedness that expressly provides that such
Indebtedness shall be subordinated in right of payment to any other
Indebtedness and 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 after the final maturity date of the Notes.


“Subsidiary,” with respect to any Person,
means:


(1)           any
corporation of which the outstanding Capital Stock having at least a majority
of the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such
Person; or


(2)           any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.


“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 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.



 14
 






 



“Unrestricted Definitive Note” means one or
more Definitive Notes that do not bear and are not required to bear the Private
Placement Legend.


“Unrestricted Global Note” means a Global Note
in the form of Exhibit A attached hereto that bears the Global Note Legend
and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto, but that does not bear the Private Placement Legend, and that
is deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee.


“Unsecured Indebtedness” means any Indebtedness
of the Company or any of its Subsidiaries that is not Secured Indebtedness.


“Weighted Average Life to Maturity” means, when
applied to any Indebtedness at any date, the number of years obtained by
dividing:  (1) the then outstanding
aggregate principal amount of such Indebtedness into; (2) the sum of the
total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by
(ii) the number of years (calculated to the nearest one-twelfth)
which will elapse between such date and the making of such payment.


“Wholly Owned Subsidiary” of any Person means
any Subsidiary of such Person of which all the outstanding voting securities
(other than in the case of a foreign Subsidiary, directors’ qualifying shares
or an immaterial amount of shares required to be owned by other Persons
pursuant to applicable law) are owned by such Person or any Wholly Owned
Subsidiary of such Person.


Section 1.02.          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 Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.


All terms used in this 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;



 15
 






 



(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.


(1)           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 Indenture and the
Company and the Trustee, by their execution and delivery of this 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 Indenture, the provisions of
this Indenture shall govern and be controlling.


(2)           Global Notes.  Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto).  Notes
issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the “Schedule
of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.06 hereof.


(3)           Euroclear and Clearstream
Procedures Applicable.  The
provisions of the “Operating Procedures of the Euroclear System” and “Terms and
Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Cedel Bank (as adopted by Clearstream)
and any alternative or additional procedures from time to time adopted by
Euroclear or Clearstream shall be applicable to transfers of beneficial interests
in the Regulation S Global Notes that are held by Participants through
Euroclear or Clearstream.



 16














 


(4)           Book-Entry Provisions.  Participants and Indirect Participants shall
have no rights either under this Indenture or under any Global Note with
respect to such Global Note held on their behalf of the custodian for the
Depositary.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any Agent from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Participants, the
operation of customary practices of the Depositary governing the exercise of
the rights of an owner of a beneficial interest in any Global Note.


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 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 $700 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 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, Additional Notes or Exchange 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 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 Indenture. 
If the Company fails to appoint or maintain another entity as Registrar
and Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.


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


The Company initially appoints the Trustee to act as
the Registrar and Paying Agent and to act as Custodian with respect to the
Global Notes.


Section 2.04.          Paying Agent To Hold Money in Trust.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of



 17
 






 



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.  (1)  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), (c) or (f)
hereof.


(2)           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 Indenture and the Applicable Procedures. 
Beneficial interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. 
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:


(a)           Transfer of Beneficial Interests
in the Same Global Note.  Beneficial
interests in any Restricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in the same Restricted
Global Note in accordance with the transfer restrictions set forth in the
Private Placement Legend.  Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note.



 18
 






 



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).


(b)           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 consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the
requirements of this Section 2.06(b)(ii)
shall be deemed to have been satisfied upon receipt by the Registrar of the
instructions contained in the Letter of Transmittal delivered by the holder of
such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in
this 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(h) hereof.


(c)           Transfer of Beneficial Interests
to Another Restricted Global Note.  A
beneficial interest in any Restricted Global Note may be transferred to a
Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements
of Section 2.06(b)(ii) above
and the Registrar receives the following:


(i)            if the transferee will take delivery
in the form of a beneficial interest in the 144A Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;


(ii)           if the transferee will take delivery
in the form of a beneficial interest in the Regulation S Global Note, then
the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and


(iii)          if the transferee will take delivery
in the form of a beneficial interest in the IAI Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications and certificates and Opinion of Counsel required
by item (3)(d) thereof, if applicable.


(d)           Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A
beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in



 19
 






 



the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.06(b)(ii)
above and:


(i)            such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of the beneficial interest to be transferred,
in the case of an exchange, or the transferee, in the case of a transfer, certifies
in the applicable Letter of Transmittal that it is not (1) a broker-dealer,
(2) a Person participating in the distribution of the Exchange Notes or
(3) a Person who is an affiliate (as defined in Rule 144) of the
Company;


(ii)           such transfer is effected pursuant to
the Shelf Registration Statement in accordance with the Registration Rights
Agreement;


(iii)          such transfer is effected by a
Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or


(iv)          the Registrar receives the following:


(1)           if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(a) thereof; or


(2)           if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof;


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


If any such transfer or exchange is effected pursuant
to this clause (iv) at a time when an Unrestricted 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 Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred or exchanged pursuant to this
clause (iv).


Beneficial interests in an Unrestricted Global Note
cannot be exchanged for, or transferred to Persons who take delivery thereof in
the form of, a beneficial interest in a Restricted Global Note.


(3)           Transfer or Exchange of Beneficial
Interests for Definitive Notes.


(a)           Beneficial Interests in Restricted
Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a
Restricted Global Note proposes to



 20
 






 



exchange such beneficial
interest for a Restricted Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Note, then, upon receipt by the Registrar of the following
documentation:


(i)            if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note, a certificate from such holder in
the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;


(ii)           if such beneficial interest is being
transferred to a QIB in accordance with Rule 144A under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;


(iii)          if such beneficial interest is being
transferred to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904 under the Securities Act, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof;


(iv)          if such beneficial interest is being
transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


(v)           if such beneficial interest is being
transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those
listed in subparagraphs (B) through (D) above, a certificate to the effect
set forth in Exhibit B hereto, including the certifications, certificates
and Opinion of Counsel required by item (3)(d) thereof, if applicable;


(vi)          if such beneficial interest is being
transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof; or


(vii)         if such beneficial interest is being
transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof,


the Trustee shall cause the aggregate principal amount
of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) 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 in a Restricted Global Note 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.  Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c)(i) shall bear
the Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.



 21
 






 



(b)           Beneficial Interests in Restricted
Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest
in a Restricted Global Note may exchange such beneficial interest for an
Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only if:


(i)            such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of such beneficial interest, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer,
(2) a Person participating in the distribution of the Exchange Notes or
(3) a Person who is an affiliate (as defined in Rule 144) of the Company;


(ii)           such transfer is effected pursuant to
the Shelf Registration Statement in accordance with the Registration Rights
Agreement;


(iii)          such transfer is effected by a
Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or


(iv)          the Registrar receives the following:


(1)           if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Definitive Note that does not bear the Private Placement Legend,
a certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (1)(b) thereof; or


(2)           if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a
Definitive Note that does not bear the Private Placement Legend, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


(c)           Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an
Unrestricted 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(h) 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)(iii) shall be
registered in such name or names and in such authorized denomination or
denominations as the



 22
 






 



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.  Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear
the Private Placement Legend.


(4)           Transfer and Exchange of
Definitive Notes for Beneficial Interests.


(a)           Restricted Definitive Notes to
Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note or to transfer such Restricted Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:


(i)            if the Holder of such Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a
Restricted Global Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (2)(b) thereof;


(ii)           if such Restricted Definitive Note is
being transferred to a QIB in accordance with Rule 144A under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;


(iii)          if such Restricted Definitive Note is
being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


(iv)          if such Restricted Definitive Note is
being transferred pursuant to an exemption from the registration requirements
of the Securities Act in accordance with Rule 144 under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(a) thereof;


(v)           if such Restricted Definitive Note is
being transferred to an Institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities Act other than
those listed in subparagraphs (B) through (D) above, a certificate to the
effect set forth in Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)(d) thereof, if
applicable;


(vi)          if such Restricted Definitive Note is
being transferred to the Company or any of its Subsidiaries, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in
item (3)(b) thereof; or


(vii)         if such Restricted Definitive Note is
being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof,



 23
 






 



the Trustee shall cancel the Restricted Definitive
Note, increase or cause to be increased the aggregate principal amount of, in
the case of clause (A) above, the appropriate Restricted Global Note, in
the case of clause (B) above, the 144A Global Note, in the case of
clause (C) above, the Regulation S Global Note, and in all other
cases, the IAI Global Note.


(b)           Restricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Restricted Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note only if:


(i)            such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee,
in the case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate
(as defined in Rule 144) of the Company;


(ii)           such transfer is effected pursuant to
the Shelf Registration Statement in accordance with the Registration Rights
Agreement;


(iii)          such transfer is effected by a
Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or


(iv)          the Registrar receives the following:


(1)           if the Holder of such Definitive
Notes proposes to exchange such Notes for a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (1)(c) thereof; or


(2)           if the Holder of such Definitive Notes
proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii),
the Trustee shall cancel the Definitive Notes and increase or cause to be increased
the aggregate principal amount of the Unrestricted Global Note.


(c)           Unrestricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note
or transfer such Definitive Notes to a



 24
 






 



Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at
any time.  Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes.


If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to subparagraphs (ii)
or (iii) above at a time when an Unrestricted 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 Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount of Definitive Notes
so exchanged or transferred.


(5)           Transfer and Exchange of
Definitive Notes for Definitive Notes. 
Upon written request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e),
the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).


(a)           Restricted Definitive Notes to
Restricted Definitive Notes.  Any
Restricted Definitive Note may be transferred to and registered in the name of
Persons who take delivery thereof in the form of a Restricted Definitive Note
if the Registrar receives the following:


(i)            if the transfer will be made
pursuant to Rule 144A under the Securities Act, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;


(ii)           if the transfer will be made pursuant
to Rule 903 or Rule 904, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications
in item (2) thereof; and


(iii)          if the transfer will be made pursuant
to any other exemption from the registration requirements of the Securities
Act, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications, certificates and Opinion
of Counsel required by item (3) thereof, if applicable.


(b)           Restricted Definitive Notes to
Unrestricted Definitive Notes.  Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive
Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note if:


(i)            such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee,
in the case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate
(as defined in Rule 144) of the Company;



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(ii)           any such transfer is effected
pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement;


(iii)          any such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


(iv)          the Registrar receives the following:


(1)           if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(d) thereof; or


(2)           if the Holder of such Restricted
Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests, an Opinion of Counsel in
form reasonably acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


(c)           Unrestricted Definitive Notes to
Unrestricted Definitive Notes.  A
Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who
takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a written request to register
such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.


(6)           Exchange Offer.  Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall
authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not broker-dealers,
(y) they are not participating in a distribution of the Exchange Notes and
(z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes
in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall
execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in
the appropriate principal amount.


(7)           Legends.  The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture.



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(a)           Private Placement Legend.


(i)            Except as permitted by
subparagraph (B) below, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL
NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER)
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.  IN CONNECTION
WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.  AS USED HEREIN,
THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”



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(ii)           Notwithstanding the foregoing, any
Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv),
(c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes issued in
exchange therefor or substitution thereof) shall not bear the Private Placement
Legend.


(b)           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 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 INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”


(8)           Cancellation and/or Adjustment of
Global Notes.  At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to
or 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.


(9)           General Provisions Relating to
Transfers and Exchanges.


(a)           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.


(b)           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, 4.13, and 9.05 hereof).


(c)           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



 28
 






 



Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


(d)           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.


(e)           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.


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


(g)           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 Indenture
equally and proportionately with all other Notes duly issued hereunder.


Section 2.08.          Outstanding Notes.  The Notes outstanding at any time are all the
Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions hereof, and
those described in this Section as not outstanding.  Except as set forth in Section 2.09 hereof,
a Note does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Note.


If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser.


If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue.


If the Paying Agent (other than the Company, a
Subsidiary or an Affiliate of any thereof) holds, on a maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.


Section 2.09.          Treasury Notes.  In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company, or by any Affiliate of the Company, shall
be considered as though not outstanding, except that for the purposes



 29
 






 



of determining whether the Trustee shall be protected
in relying on any such direction, waiver or consent, only Notes that a
responsible officer of 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 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, if so, the Trustee shall use CUSIP
numbers in notices of purchase as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a purchase and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such purchase shall not be
affected by any defect in or the omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the CUSIP numbers.


ARTICLE 3


REDEMPTION AND PREPAYMENT


Section 3.01.          Notices to Trustee.  If the Company elects to redeem Notes
pursuant to the optional redemption provisions of Section 3.07 hereof, it
shall furnish to the Trustee, at least 45 days but not more than
60 days before a redemption date, an Officers’ Certificate setting forth
(i) the clause of this



 30
 






 



Indenture pursuant to which the redemption shall
occur, (ii) the Redemption Date, (iii) the principal amount of Notes
to be redeemed, (iv) the Redemption Price and (v) the CUSIP numbers
of the Notes to be redeemed.


Section 3.02.          Selection of Notes to be Redeemed.  In the event that the Company chooses to
redeem less than all of the Notes, selection of the Notes for redemption will
be made by the Trustee either:


(1)           in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed; or


(2)           on
a pro  rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate.


No Notes of a principal amount of $1,000 or less shall
be redeemed in part.


The Trustee shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be
redeemed.  Notes and portions of Notes
selected shall be in amounts of $1,000 or whole multiples of $1,000; except
that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed.  Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.


Section 3.03.          Notice of Redemption.  At least 30 days but not more than
60 days before a redemption date, the Company shall mail or cause to be
mailed, by first class mail (at its own expense), a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address.


The notice shall identify the Notes to be redeemed,
including the CUSIP numbers, and shall state:


(a)           the
Redemption Date;


(b)           the
Redemption Price;


(c)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
shall be issued upon cancellation of the original Note;


(d)           the
name and address of the Paying Agent;


(e)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price;


(f)            that,
unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the Redemption Date;


(g)           the
paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and



 31














 


(h)           that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.


At the Company’s written request, the Trustee shall
give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company shall have provided to the Trustee, at least
45 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), the information required by clauses (a)
through (d) above.


Section 3.04.          Effect of Notice of Redemption.  Once notice of redemption is mailed in accordance
with Section 3.03 hereof, Notes called for redemption become irrevocably
due and payable on the Redemption Date at the Redemption Price.  A notice of redemption may not be conditional.


Section 3.05.          Deposit of Redemption Price.  One Business Day prior to the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the Redemption Price of all Notes to be redeemed on that date
and any amounts owed the Trustee.  The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the Redemption Price of all Notes to be redeemed and
any amounts owed the Trustee.


If the Company complies with the provisions of the
preceding paragraph, on and after the Redemption Date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date.  If any Note called for redemption shall not
be so paid upon surrender for redemption because of the failure of the Company
to comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the Redemption Date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case
at the rate provided in the Notes and in Section 4.01 hereof.


Section 3.06.          Notes Redeemed in Part.  Upon surrender of a Note that is redeemed in
part, the Company shall issue and, upon the Company’s written request, the
Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed portion of the Note surrendered.


Section 3.07.          Optional Redemption.  At any time on or prior to the maturity of
the Notes may be redeemed or purchased in whole but not in part at the Company’s
option at a price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued but unpaid interest, if any (the “Redemption
Price”), to, the date of redemption or purchase (which shall be a Business
Day) (the “Redemption Date”) (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest payment
date).


“Applicable Premium” means, with respect to a
Note at any Redemption Date, the greater of: 
(1) 1.0% of the principal amount of such Note; and (2) the
excess of (a) the present value at such Redemption Date of (i) the
principal amount of such Note on the Redemption Date plus (ii) all
required remaining scheduled interest payments due on such Note through the
Maturity Date, computed using a discount rate equal to the Treasury Rate plus
20 basis points; over (b) the principal amount of such Note on such
Redemption Date.  Calculation of the
Applicable Premium will be made by the Company or on behalf of the Company by
such Person as the Company shall designate; provided, however,
that such calculation shall not be a duty or obligation of the Trustee.



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“Treasury Rate” means, with respect to a
Redemption Date, as determined by the Company, the yield to maturity at the
time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to such Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data))
most nearly equal to the period from such Redemption Date to the Maturity Date;
provided, however, that if the period from such Redemption Date
to the Maturity Date is not equal to the constant maturity of the United States
Treasury security for which a weekly average yield is given, the Treasury Rate
shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities
for which such yields are given, except that if the period from such Redemption
Date to the Maturity Date is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.


Other than as specifically provided in this Section 3.07,
any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.


Section 3.08.          Mandatory Redemption.  The Company shall not be required to make mandatory
redemption payments with respect to the Notes prior to Maturity.


ARTICLE 4



COVENANTS


Section 4.01.          Payment of Notes.  The Company shall pay or cause to be paid the
principal of, premium, if any, and interest on the Notes on the dates and in
the manner provided in the Notes. 
Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary, holds
as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.


The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at
the rate equal to the then applicable interest rate on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace period) at the same rate to the extent lawful.


Section 4.02.          Maintenance of Office or Agency.  The Company shall maintain in the Borough of
Manhattan, the City of New York, an office or agency (which may be an office of
the Trustee or an affiliate of the Trustee, Registrar or co-registrar)
where Notes may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of the Notes and
this 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



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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 certified independent accountants; and


(2)           all
current reports that would be required to be filed with the Commission on
Form 8-K if the Company were required to file such reports, in each
case within the time periods specified in the Commission’s rules and
regulations.


In addition, whether or not required by the rules and
regulations of the Commission, the Company shall file a copy of all such
information and reports with the Commission for public availability within the
time periods specified in the Commission’s rules and regulations (unless the
Commission will not accept such a filing) and make such information available
to securities analysts and prospective investors upon request.  In addition, the Company has agreed that, for
so long as any Notes remain outstanding, it will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.


Section 4.04.          Compliance Certificate.  (1)  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 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
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this 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.


(2)           The Company shall, so long as any of
the Notes are outstanding, promptly 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.



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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 Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law has been enacted.


Section 4.07.          Limitation on Incurrence of
Additional Indebtedness.  The Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume, guarantee, become liable, contingently or
otherwise, with respect to, or otherwise become responsible for payment of
(collectively, “incur”) any Indebtedness (including, without limitation,
Acquired Indebtedness) other than Permitted Indebtedness.


Notwithstanding the foregoing, if no Default or Event
of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company or any of
its Subsidiaries may incur Indebtedness (including, without limitation, Acquired
Indebtedness), in each case if on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof, the Consolidated
Fixed Charge Coverage Ratio of the Company is greater than 1.50 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 4.09 hereof
shall cease to apply to the Company in the event, and only for so long as,
(1) the Notes are rated BBB or Baa2, or higher by at least two of the
three Rating Agencies, 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.


(1)           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



 35
 






 



condition, repair and
working order (reasonable wear and tear excepted) and supplied with all necessary
equipment, and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto; provided that
nothing in this Section 4.11 shall prevent the Company or any of its
Subsidiaries from discontinuing the operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is
either (i) in the ordinary course of business, (ii) in the reasonable
and good faith judgment of the Board of Directors or management of the Company
or the Subsidiary concerned, as the case may be, desirable in the conduct of
the business of the Company or such Subsidiary, as the case may be, or
(iii) otherwise permitted by this Indenture.


(2)           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.


(3)           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.


Section 4.12.          Registration Rights.  (1)  The Company agrees that the
Holders (and any Person that has a beneficial interest in a Note) from time to
time of Registrable Notes are entitled to the benefits of the Registration
Rights Agreement.  Pursuant to the
Registration Rights Agreement, the Company has agreed for the benefit of the
Holders from time to time of Registrable Notes, at the Company’s expense, to
file an Exchange Offer Registration Statement with respect to an Exchange Offer
to exchange the Notes for Exchange Notes of the Company, which Exchange Notes
will have terms substantially identical in all material respects to the
Notes.  In certain circumstance, the
Company may be required by the terms of the Registration Rights Agreement to
file a Shelf Registration Statement covering resales of the Notes.


(2)           Any amounts of Additional Interest
due pursuant to the Registration Rights Agreement shall be payable in cash on
the regular Interest Payment Dates.


Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of, premium, if any, or interest on, or
in respect of, any Note, such mention shall be deemed to include mention of the
payment of Additional Interest provided for in this Section 4.12.


Section 4.13.          Additional Interest.  If Additional Interest is payable pursuant to
the Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating the amount of such Additional Interest that
is payable.


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



 36
 






 



(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 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;


(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 Indenture and that all
conditions precedent in this Indenture relating to such transaction have been
satisfied.


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


Section 5.02.          Successor Corporation Substituted.  Upon any consolidation or merger, or any
sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with
Section 5.01 hereof, in which the Company is not the continuing



 37
 






 



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 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 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 Indenture and
such default continues for a period of 30 days after the Company receives
written notice specifying the default (and demanding that such default be
remedied) from the Trustee or the Holders of at least 25% of the outstanding
principal amount of the Notes (except in the case of a default with respect to
Section 5.01 hereof, which will constitute an Event of Default with such
notice requirement but without such passage of time requirement);


(4)           the failure to pay at final maturity
(giving effect to any applicable grace periods and any extensions thereof) the
principal amount of any Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any Subsidiary of the Company, or the
acceleration of the final stated maturity of any such Indebtedness (which
acceleration is not rescinded, annulled or otherwise cured within 20 days
of receipt by the Company or such Subsidiary of notice of any such
acceleration) if the aggregate principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at final maturity or which has been accelerated, aggregates
$50.0 million or more at any
time;


(5)           there shall have been the entry by a
court of competent jurisdiction of:


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


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



 38
 






 



(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;


(a)           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;


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


(c)           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


(d)           the Company or any Significant
Subsidiary takes any corporate action in furtherance of any such actions in
this clause (7).


Section 6.02.          Acceleration.  If an Event of Default (other than an Event
of Default specified in clauses (6) or (7) 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 (6)
or (7) above with respect to the Company occurs and is continuing, then all
unpaid principal of, and premium, if any, and accrued and unpaid interest on
all of the outstanding Notes shall ipso  facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


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


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


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


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



 39
 






 



(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 (6) or (7) 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 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 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 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 Indenture or the Notes only if:


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


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


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


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



 40
 






 



(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 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 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.


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



 41
 






 



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 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.  (1)  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 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.


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


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


(b)           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 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 Indenture.


(3)           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:


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


(b)           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;



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(c)           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


(d)           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 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.


(4)           Every provision of this 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.


(5)           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.


(6)           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.


(7)           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 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 Indenture.


Section 7.02.          Rights of Trustee.  (1)  The Trustee may conclusively
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.


(2)           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.


(3)           The Trustee may act through agents
and shall not be responsible for the misconduct or negligence of any agent
appointed with due care.


(4)           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.


(5)           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.


(6)           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.



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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 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 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 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
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 Indenture and the performance of its duties under this Indenture.  The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. 
The Company shall defend the claim and the Trustee may have separate
counsel and the Company shall pay the fees and expenses of such counsel.  The Company need not pay for any settlement
made without its consent.  The Company
need not reimburse any expense or indemnify against any loss, expense or
liability incurred by the Trustee to the extent it is due to the Trustee’s own
willful misconduct, negligence or bad faith.



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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 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)           he 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
Indenture.  A successor Trustee will mail
notice of its succession to each Holder.


If a successor Trustee does not take office within
60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of a majority in aggregate principal amount
of the then outstanding Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee.


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



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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 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 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 Indenture referred to in (a) and (b) below, and to have satisfied all its
other obligations under such Notes and this Indenture (and the Trustee, on
written demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in Section 8.04
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company’s obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith and (d) this Article 8.  Subject to



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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 and 4.10 hereof and clause (2) of
Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes).  For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in 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 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 written opinion of a nationally recognized firm of independent public
accountants addressed to the Trustee, to pay the principal of, premium, if any,
and interest on the outstanding Notes on the stated date for payment thereof
and any other amounts owing under this Indenture;


(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 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 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 have become due and payable.


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 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 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
Indenture, the Company and the Trustee may amend or supplement this 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 Indenture under the TIA; or


(f)            to
evidence and provide for the acceptance of appointment under this 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 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 Indenture
authorized or permitted by the terms of this 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
Indenture that affects its own rights, duties or immunities under this
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
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 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 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 Indenture unless such amended or supplemental Indenture
directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or 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 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 Indenture or the
Notes.  However, without the written
consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):


(a)           reduce the amount of Notes whose
Holders must consent to an amendment;


(b)           reduce the rate of or change or have
the effect of changing the time for payment of interest, including defaulted
interest, on any Notes;


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



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(d)           make any Notes payable in money other
than that stated in the Notes;


(e)           make any change in provisions of this
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 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
Indenture or the Notes shall be set forth in a amended or 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 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 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 Indenture.



 51
 






 



ARTICLE 10



SATISFACTION AND DISCHARGE


Section 10.01.        Satisfaction and Discharge.  This 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 Indenture)
as to all outstanding Notes, when:


(a)           either:


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


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


(b)           the
Company has paid all other sums payable under this 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 Indenture relating to
the satisfaction and discharge of this 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 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 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.



 52
 






 



ARTICLE 11


MISCELLANEOUS


Section 11.01.        Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed
duties shall control.


Section 11.02.        Notices.  Any notice or communication by the Company or
the Trustee to the others is duly given if in writing and delivered in Person
or mailed by first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the others’ address:


If to the Company:


iStar Financial Inc.

1114 Avenue of the Americas, 27th Floor

New York, NY  10036

Facsimile:  (212) 930-9494

Attention:  Chief Executive Officer


With a copy to:


Clifford Chance US LLP

200 Park Avenue, 52nd Floor

New York, NY  10166-0153

Facsimile:  (212) 878-8375

Attention:  Kathleen L. Werner, Esq.


If to the Trustee:


U.S. Bank Trust National Association

100 Wall Street, 19th Floor

New York, NY  10005

Facsimile:  (212) 361-6153

Attention:  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.



 53
 






 



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 Indenture or the Notes.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA § 312(c).


Section 11.04.        Certificate and Opinion as to
Conditions Precedent.  Upon any
request or application by the Company to the Trustee to take any action under
this 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 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
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 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.



 54
 






 



Section 11.08.        Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS 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 Indenture may not
be used to interpret any other indenture, loan or debt agreement of the Company
or its Subsidiaries or of any other Person. 
Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


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


Section 11.11.        Severability.  In case any provision in this 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 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 Indenture have been
inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.


[Signatures on
following page]



 55














 


SIGNATURES


	
  Dated as of September 22, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. 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 and/or Private Placement Legend, if
applicable pursuant to the provisions of the Indenture]


CUSIP/CINS 45031U
AY 7


5.95% Senior Notes
due 2013


	
  No.

  	
   

  	
  $700,000,000

  



 


iSTAR FINANCIAL
INC.


promises to pay to CEDE
& Co., or registered assigns, the principal sum of Seven Hundred Million
Dollars on October 15, 2013.


Interest Payment
Dates:  April 15 and October 15


Record Dates:  April 1 and October 1


	
  Dated:  September 22, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the
  Notes referred to

  	
   

  	
   

  
	
  in the within-mentioned
  Indenture:

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  U.S. BANK TRUST NATIONAL ASSOCIATION

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
								



 



 A-1
 






 



[Back of Note]

5.95% Senior Notes due 2013


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


1.             Interest.  iStar Financial Inc., a Maryland corporation
(the “Company”), promises to pay interest on the principal amount of
this Note at 5.95% per annum from September 22, 2006 until maturity.  The Company will pay interest semi-annually
in arrears on April 15 and October 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an “Interest Payment
Date”).  Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from September 22, 2006; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the
first Interest Payment Date shall be April 15, 2007.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.


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 April 15 and October 15
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as
to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, and premium,
if any, on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying
Agent.  Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.  The Company reserves the right to pay
interest to Holders of Notes by check mailed to such Holders at their
registered addresses or by wire transfer to Holders of at least $5 million
aggregate principal amount of Notes.


3.             Paying
Agent and Registrar.  Initially, U.S.
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 September 22, 2006 (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



 A-2
 






 



$700 million in aggregate principal amount on the
Issue Date and may issue Additional Notes in accordance with the terms of the
Indenture.


5.             Optional
Redemption.  At any time on or prior
to the Maturity Date, the Notes may be redeemed or purchased in whole but not
in part at the Company’s option at a price equal to 100% of the principal
amount thereof plus the Applicable Premium as of, and accrued but unpaid
interest, if any (the “Redemption Price”), to, the date of redemption or
purchase (the “Redemption Date”) (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).  Such redemption
or purchase may be made upon notice mailed by first-class mail to each
Holder’s registered address, not less than 30 nor more than 60 days prior
to the Redemption Date.


“Applicable Premium” means, with respect to a
Note at any Redemption Date, the greater of: 
(1) 1.0% of the principal amount of such Note; and (2) the
excess of (a) the present value at such Redemption Date of (i) the
Redemption Price of such Note on the Redemption Date plus (ii) all
required remaining scheduled interest payments due on such Note through the
Redemption Date, computed using a discount rate equal to the Treasury Rate plus
20 basis points; over (b) the principal amount of such Note on such
Redemption Date.  Calculation of the
Applicable Premium will be made by the Company or on behalf of the Company by
such Person as the Company shall designate; provided, however,
that such calculation shall not be a duty or obligation of the Trustee.


“Treasury Rate” means, with respect to a
Redemption Date, as determined by the Company, the yield to maturity at the
time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to such Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data))
most nearly equal to the period from such Redemption Date to October 15, 2013; provided,
however, that if the period from such Redemption Date to October 15,
2013 is not equal to the constant maturity of the United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities
for which such yields are given, except that if the period from such Redemption
Date to October 15, 2013 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.


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


7.             Notice
of Redemption.  Notice of redemption
will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address.  Notes in denominations larger
than $1,000 may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest
ceases to accrue on Notes or portions thereof called for redemption.


8.             Denominations, Transfer,
Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company and the Trustee may require a Holder to
pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Notes during the period between a record date and the corresponding
Interest Payment Date.



 A-3
 






 



9.             Persons Deemed Owners.  The registered Holder of a Note may be
treated as its owner for all purposes.


10.           Amendment,
Supplement and Waiver.  Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Notes voting as a single class, and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the written consent of the Holders of a majority in principal
amount of the then outstanding Notes voting as a single class.  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect in any
material respects the rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act or to evidence and
provide for the acceptance of appointment under the Indenture of a successor
Trustee.


11.           Defaults and
Remedies.  Events of Default are set
forth in the Indenture.  If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable.  Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture.  Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in writing in its exercise of any trust or
power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate
principal amount of the Notes then outstanding by written notice to the Trustee
may on behalf of the Holders of all of the Notes waive any existing Default or
Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest on, or the principal of,
the Notes.  The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


12.           Trustee
Dealings with Company.  The Trustee,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company or its Affiliates, as if it were not the Trustee.


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


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


15.           Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties),



 A-4
 






 



JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).


16.           CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of purchase as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
purchase and reliance may be placed only on the other identification numbers
placed thereon.


17.           Additional
Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of September 22, 2006, between the Company and the parties
named on the signature pages thereof (the “Registration Rights Agreement”).



 A-5
 






 



The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement.  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














 


EXHIBIT B


FORM OF CERTIFICATE OF
TRANSFER


iStar Financial Inc.

1114 Avenue of the Americas, 27th Floor

New York, NY  10036


[Registrar
address block]


Re:                               5.95%
Senior Notes due 2013


Reference is hereby made to the Indenture, dated as of
September 22, 2006 (the “Indenture”), between iStar Financial Inc., a
Maryland corporation, as issuer (the “Company”) and U.S. Bank Trust
National Association, as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


                   ,
(the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount of $           
in such Note[s] or interests (the “Transfer”), to                            
(the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:


[CHECK ALL THAT
APPLY]


1.             o  Check if Transferee will take delivery of a
beneficial interest in the 144A Global Note or a Definitive Note Pursuant to
Rule 144A.  The
Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that
the Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the applicable 144A Global Note
and/or the applicable Definitive Note and in the Indenture and the Securities
Act.


2.             o  Check if Transferee will take delivery of a
beneficial interest in the Regulation S Global Note or a Definitive Note
pursuant to Regulation S. 
The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being
made to a person in the United States and (x) at the time the buy order
was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee
was outside the United States or (y) the transaction was executed in, on
or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act and (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.  Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the



 B-1
 






 



restrictions on Transfer enumerated in the Private
Placement Legend printed on the applicable Regulation S Global Note and/or
the applicable Definitive Note and in the Indenture and the Securities Act.


3.             o  Check and complete if Transferee will take
delivery of a beneficial interest in the IAI Global Note or a Definitive Note
pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S.  The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


(a)           o  such Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act;


or


(b)           o  such Transfer is being effected to the
Company or a subsidiary thereof;


or


(c)           o  such Transfer is being effected pursuant
to an effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the Securities Act;


or


(d)           o  such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or
Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D
under the Securities Act and the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Definitive Notes and the requirements of the exemption claimed,
which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) if such
Transfer is in respect of a principal amount of Notes at the time of transfer
of less than $250,000, an Opinion of Counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this certification),
to the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the applicable IAI Global Note
and/or the applicable Definitive Notes and in the Indenture and the Securities
Act.


4.             o  Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


(a)           o  Check if Transfer is
pursuant to Rule 144. 
(i) The Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the



 B-2
 






 



terms of the Indenture,
the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture.


(b)           o  Check if Transfer is
Pursuant to Regulation S. 
(i) The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


(c)           o  Check if Transfer is
Pursuant to Other Exemption. 
(i) The Transfer is being effected pursuant to and in compliance
with an exemption from the registration requirements of the Securities Act
other than Rule 144, Rule 903 or Rule 904 and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.


	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
   

  
						



 



 B-3
 






 



ANNEX A TO CERTIFICATE OF
TRANSFER


1.                                       The Transferor
owns and proposes to transfer the following:


[CHECK ONE OF (a)
OR (b)]


(a)                                  o  a
beneficial interest in the:


(i)                                     o  144A
Global Note (CUSIP          ),
or


(ii)                                  o  Regulation S
Global Note (CUSIP          ),
or


(iii)                               o  IAI
Global Note (CUSIP          );
or


(b)                                 o  a
Restricted Definitive Note.


2.                                       After the
Transfer the Transferee will hold:


[CHECK ONE]


(a)                                  o  a
beneficial interest in the:


(i)                                     o  144A
Global Note (CUSIP          ),
or


(ii)                                  o  Regulation S
Global Note (CUSIP          ),
or


(iii)                               o  IAI
Global Note (CUSIP          ),
or


(iv)                              o  Unrestricted
Global Note (CUSIP          );
or


(b)                                 o  a
Restricted Definitive Note; or


(c)                                  o  an
Unrestricted Definitive Note,


in accordance with the terms of the Indenture.



 B-4














 


EXHIBIT C


FORM OF CERTIFICATE OF
EXCHANGE


iStar Financial Inc.

1114 Avenue of the Americas, 27th Floor

New York, NY  10036


[Registrar
address block]


Re:                               5.95%
Senior Notes due 2013


(CUSIP                             )


Reference is hereby made to the Indenture, dated as of
September 22, 2006 (the “Indenture”), between iStar Financial Inc., a
Maryland corporation, as issuer (the “Company”) and U.S. Bank Trust
National Association, as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


                                 ,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in
such Note[s] specified in Annex A hereto, in the principal amount of $                     
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner
hereby certifies that:


1.             Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted
Global Note


(a)           o  Check if Exchange is from
beneficial interest in a Restricted Global Note to beneficial interest in an
Unrestricted Global Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.


(b)           o  Check if Exchange is from
beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.



 C-1
 






 



(c)           o  Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note.  In connection with the
Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


(d)           o  Check if Exchange is from
Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any
state of the United States.


2.             Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes


(a)           o  Check if Exchange is from
beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a Restricted Definitive
Note with an equal principal amount, the Owner hereby certifies that the
Restricted Definitive Note is being acquired for the Owner’s own account
without transfer.  Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
Restricted Definitive Note issued will continue to be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Definitive Note and in the Indenture and the Securities Act.


(b)           o  Check if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s
Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A
Global Note, Regulation S Global Note, IAI Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer and
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. 
Upon consummation of the proposed Exchange in accordance with the terms
of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities
Act.



 C-2
 






 



This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.


	
   

  	
  [Insert Name of Owner]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
						



 



 C-3
 






 



ANNEX A TO CERTIFICATE OF
EXCHANGE


1.                                       The Owner
currently owns and proposes to exchange the following:


[CHECK ONE]


(a)                                  o  a
beneficial interest in the:


(i)                                     o  144A
Global Note (CUSIP          ),
or


(ii)                                  o  Regulation S
Global Note (CUSIP          ),
or


(iii)                               o  IAI
Global Note (CUSIP          ),
or


(b)                                 o  a
Restricted Definitive Note.


2.                                       After the
exchange the Owner will hold:


[CHECK ONE]


(a)                                  o  a
beneficial interest in the:


(i)                                     o  144A
Global Note (CUSIP          ),
or


(ii)                                  o  Regulation S
Global Note (CUSIP          ),
or


(iii)                               o  IAI
Global Note (CUSIP          ),
or


(iv)                              o  Unrestricted
Global Note (CUSIP          ),
or


(b)                                 o  a
Restricted Definitive Note; or


(c)                                  o  an
Unrestricted Definitive Note.


3.                                       The Owner
requests that Definitive Notes be registered in the following name:


                                                    


                                                    


and sent to the
Owner at the following address:


                                                    


                                                    



 C-4














 


EXHIBIT D


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


iStar Financial Inc.

1114 Avenue of the Americas, 27th Floor

New York, NY  10036


[Registrar
address block]


Re:          5.95% Senior Notes due 2013


Reference is hereby made to the Indenture, dated as of
September 22, 2006 (the “Indenture”), between iStar Financial Inc., a
Maryland corporation, as issuer (the “Company”) and U.S. Bank Trust
National Association, as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


In connection with our proposed purchase of $            
aggregate principal amount of:


(a)           o  a
beneficial interest in a Global Note, or


(b)           o  a
Definitive Note,


we confirm that:


1.             We
understand that any subsequent transfer of the Notes or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes or any interest therein except in compliance with, such
restrictions and conditions and the United States Securities Act of 1933, as
amended (the “Securities Act”).


2.             We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, we will do so only (A) to the
Company or any subsidiary thereof, (B) in accordance with Rule 144A
under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) to an institutional “accredited investor” (as defined below)
that, prior to such transfer, furnishes (or has furnished on its behalf by a
U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside
the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to the provisions of Rule 144(k)
under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.


3.             We
understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Company such certifications,
legal opinions and other



 D-1
 






 



information as you and the Company may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that
the Notes purchased by us will bear a legend to the foregoing effect.


4.             We
are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.


5.             We
are acquiring the Notes or beneficial interest therein purchased by us for our
own account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


You and the Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


	
   

  	
  [Insert Name of Accredited
  Investor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 



 D-2