Exhibit
10.2


 




 





iSTAR FINANCIAL
INC.


SENIOR FLOATING
RATE NOTES DUE 2009






INDENTURE


Dated as of
September 18, 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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01. Definitions

  	
   

  	
  1

  
	
  Section 1.02. Other Definitions

  	
   

  	
  20

  
	
  Section 1.03. Incorporation by Reference of Trust
  Indenture Act

  	
   

  	
  20

  
	
  Section 1.04. Rules of Construction

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01. Form and Dating

  	
   

  	
  21

  
	
  Section 2.02. Execution and Authentication

  	
   

  	
  22

  
	
  Section 2.03. Registrar, Paying Agent and
  Calculation Agent

  	
   

  	
  23

  
	
  Section 2.04. Paying Agent To Hold Money in Trust

  	
   

  	
  23

  
	
  Section 2.05. Holder Lists

  	
   

  	
  24

  
	
  Section 2.06. Transfer and Exchange

  	
   

  	
  24

  
	
  Section 2.07. Replacement Notes

  	
   

  	
  38

  
	
  Section 2.08. Outstanding Notes

  	
   

  	
  38

  
	
  Section 2.09. Treasury Notes

  	
   

  	
  39

  
	
  Section 2.10. Temporary Notes

  	
   

  	
  39

  
	
  Section 2.11. Cancellation

  	
   

  	
  39

  
	
  Section 2.12. Defaulted Interest

  	
   

  	
  39

  
	
  Section 2.13. Record Date

  	
   

  	
  40

  
	
  Section 2.14. CUSIP Numbers

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION AND
  PREPAYMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01. Optional Redemption

  	
   

  	
  40

  
	
  Section 3.02. Mandatory Redemption

  	
   

  	
  40

  



 



 i
 






 



 


	
  

  	
   

  	
  Page

  
	
  

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01. Payment of Notes

  	
   

  	
  40

  
	
  Section 4.02. Maintenance of Office or Agency

  	
   

  	
  41

  
	
  Section 4.03. Reports to Holders

  	
   

  	
  41

  
	
  Section 4.04. Compliance Certificate

  	
   

  	
  42

  
	
  Section 4.05. Taxes

  	
   

  	
  42

  
	
  Section 4.06. Stay, Extension and Usury Laws

  	
   

  	
  42

  
	
  Section 4.07. Limitation on Incurrence of Additional
  Indebtedness

  	
   

  	
  43

  
	
  Section 4.08. Corporate Existence

  	
   

  	
  43

  
	
  Section 4.09. Maintenance of Total Unencumbered
  Assets

  	
   

  	
  43

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

  	
   

  	
  43

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

  	
   

  	
  44

  
	
  Section 4.12. Registration Rights

  	
   

  	
  44

  
	
  Section 4.13. Additional Interest

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUCCESSORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01. Merger, Consolidation, or Sale of
  Assets

  	
   

  	
  45

  
	
  Section 5.02. Successor Corporation Substituted

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFAULTS AND
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01. Events of Default

  	
   

  	
  47

  
	
  Section 6.02. Acceleration

  	
   

  	
  48

  
	
  Section 6.03. Other Remedies

  	
   

  	
  49

  
	
  Section 6.04. Waiver of Past Defaults

  	
   

  	
  49

  
	
  Section 6.05. Control by Majority

  	
   

  	
  50

  
	
  Section 6.06. Limitation on Suits

  	
   

  	
  50

  
	
  Section 6.07. Rights of Holders of Notes To Receive
  Payment

  	
   

  	
  50

  
	
  Section 6.08. Collection Suit by Trustee

  	
   

  	
  51

  
	
  Section 6.09. Trustee May File Proofs of Claim

  	
   

  	
  51

  
	
  Section 6.10. Priorities

  	
   

  	
  51

  
	
  Section 6.11. Undertaking for Costs

  	
   

  	
  52

  



 



 ii
 






 



 


	
  

  	
   

  	
  Page

  
	
  

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01. Duties of Trustee

  	
   

  	
  52

  
	
  Section 7.02. Rights of Trustee

  	
   

  	
  54

  
	
  Section 7.03. Individual Rights of Trustee

  	
   

  	
  54

  
	
  Section 7.04. Trustee’s Disclaimer

  	
   

  	
  54

  
	
  Section 7.05. Notice of Defaults

  	
   

  	
  55

  
	
  Section 7.06. Reports by Trustee

  	
   

  	
  55

  
	
  Section 7.07. Compensation and Indemnity

  	
   

  	
  55

  
	
  Section 7.08. Replacement of Trustee

  	
   

  	
  56

  
	
  Section 7.09. Successor Trustee by Merger, etc

  	
   

  	
  57

  
	
  Section 7.10. Eligibility; Disqualification

  	
   

  	
  57

  
	
  Section 7.11. Preferential Collection of Claims

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LEGAL DEFEASANCE
  AND COVENANT DEFEASANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01. Option To Effect Legal Defeasance or
  Covenant Defeasance

  	
   

  	
  58

  
	
  Section 8.02. Legal Defeasance and Discharge

  	
   

  	
  58

  
	
  Section 8.03. Covenant Defeasance

  	
   

  	
  58

  
	
  Section 8.04. Conditions to Legal or Covenant
  Defeasance

  	
   

  	
  59

  
	
  Section 8.05. Deposited
  Money and Government Securities To Be Held in Trust; Other Miscellaneous
  Provisions

  	
   

  	
  60

  
	
  Section 8.06. Repayment to Company

  	
   

  	
  61

  
	
  Section 8.07. Reinstatement

  	
   

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENT,
  SUPPLEMENT AND WAIVER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01. Without Consent of Holders of Notes

  	
   

  	
  62

  
	
  Section 9.02. With Consent of Holders of Notes

  	
   

  	
  62

  
	
  Section 9.03. Compliance with Trust Indenture Act

  	
   

  	
  64

  
	
  Section 9.04. Revocation and Effect of Consents

  	
   

  	
  64

  
	
  Section 9.05. Notation on or Exchange of Notes

  	
   

  	
  64

  
	
  Section 9.06. Trustee To Sign Amendments, etc

  	
   

  	
  64

  



 



 iii
 






 



 


	
  

  	
   

  	
  Page

  
	
  

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01. Satisfaction and Discharge

  	
   

  	
  65

  
	
  Section 10.02. Application of Trust Money

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01. Trust Indenture Act Controls

  	
   

  	
  66

  
	
  Section 11.02. Notices

  	
   

  	
  66

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

  	
   

  	
  67

  
	
  Section 11.04. Certificate and Opinion as to
  Conditions Precedent

  	
   

  	
  67

  
	
  Section 11.05. Statements Required in Certificate or
  Opinion

  	
   

  	
  68

  
	
  Section 11.06. Rules by Trustee and Agents

  	
   

  	
  68

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

  	
   

  	
  68

  
	
  Section 11.08. Governing Law

  	
   

  	
  68

  
	
  Section 11.09. No Adverse Interpretation of Other
  Agreements

  	
   

  	
  69

  
	
  Section 11.10. Successors

  	
   

  	
  69

  
	
  Section 11.11. Severability

  	
   

  	
  69

  
	
  Section 11.12. Counterpart Originals

  	
   

  	
  69

  
	
  Section 11.13. Table of Contents, Headings, etc

  	
   

  	
  69

  



 


	
  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 18, 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.


“Calculation
Agent” has the meaning provided in Section 2.03.


“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 



 2
 






 



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.


“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 



 3
 






 



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, 



 4
 






 



Investment or Asset Acquisition (including the incurrence, assumption
or liability for any such Acquired Indebtedness) occurred on the first day of
the Four Quarter Period.  If such Person
or any of its Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, the preceding sentence shall give effect to the incurrence of
such guaranteed Indebtedness as if such Person or any Subsidiary of such Person
had directly incurred or otherwise assumed such guaranteed Indebtedness.


“Consolidated
Fixed Charges” means, with respect to any Person for any period, the
sum, without duplication, of:


(1)     Consolidated Interest Expense; plus


(2)     the amount of all dividend payments on any series
of Preferred Stock of such Person and, to the extent permitted under this
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;



 5
 






 



(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 (3) above), by such other Person; or


(b)           that the referent Person’s share of any net
income or loss of such other Person under the equity method of accounting for
Affiliates shall not be excluded;


(5)     any restoration to income of any contingency
reserve of an extraordinary, nonrecurring or unusual nature;


(6)     income or loss attributable to discontinued
operations (including, without limitation, operations disposed of during such
period whether or not such operations were classified as discontinued, but not
including revenues, expenses, gains and losses relating to real estate
properties sold or held for sale, even if they were classified as attributable
to discontinued operations under the provisions of SFAS No. 144); and


(7)     in the case of a successor to the referent Person
by consolidation or merger or as a transferee of the referent Person’s assets,
any earnings of the successor corporation prior to such consolidation, merger
or transfer of assets.


“Consolidated
Net Worth” of any Person means the consolidated stockholders’ equity
of such Person, as of the end of the last completed fiscal quarter ending on or
prior to the date of the transaction giving rise to the need to calculate
Consolidated Net Worth determined on a consolidated basis in accordance with
GAAP, less (without duplication) amounts attributable to Disqualified Capital
Stock of such Person and interests in such Person’s Consolidated Subsidiaries
not owned, directly or indirectly, by such Person.


“Consolidated
Subsidiary” means, with respect to any Person, a Subsidiary of such
Person, the financial statements of which are consolidated with the financial
statements of such Person in accordance with GAAP.



 6
 






 



“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.


“Determination
Date,” with respect to an Interest Period, will be the second London
Banking Day preceding the first day of the Interest Period.


“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 Senior Floating Rate Notes due 2009 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.



 7
 






 



“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; and (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.


“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.



 8
 






 



“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;



 9
 






 



(6)     guarantees and other contingent obligations in
respect of Indebtedness referred to in clauses (1) through (5) above
and clause (8) below;


(7)     all Obligations of any other Person of the type
referred to in clauses (1) through (6) above which are secured by any lien
on any property or asset of such Person, the amount of such Obligation being
deemed to be the lesser of the fair market value of such property or asset and
the amount of the Obligation so secured;


(8)     all Obligations under Currency Agreements and
Interest Swap Obligations of such Person; and


(9)     all Disqualified Capital Stock issued by such
Person with the amount of Indebtedness represented by such Disqualified Capital
Stock being equal to the greater of its voluntary or involuntary liquidation
preference and its maximum fixed repurchase price, but excluding accrued
dividends, if any.


For purposes hereof, the “maximum
fixed repurchase price” of any Disqualified Capital Stock which does not have a
fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant
to this 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 $500 million principal amount of Senior Floating
Rate Notes due 2009 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 March 15, June 15, September 15 and December 15
of each year commencing December 15, 2006.


“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 18, 2006 and end on and include
December 14, 2006.



 10
 






 



“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 18, 2006, the date of original issuance of the Initial Notes.


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance
of any kind (including any conditional sale or other title retention agreement,
any lease in the nature thereof and any agreement to give any security
interest).


“LIBOR,”
with respect to an Interest Period, will be the rate (expressed as a percentage
per annum) for deposits in United States dollars for a three-month period
beginning on the second London Banking Day after the Determination Date that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on the
Determination Date.  If Telerate Page
3750 does not include such a rate or is unavailable on a Determination Date,
the Calculation Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the Calculation
Agent, to provide such bank’s offered quotation (expressed as a percentage per
annum), as of approximately 11:00 a.m., London time, on such Determination
Date, to prime banks in the London interbank market for deposits in a
Representative Amount in United States dollars for a three-month period
beginning on the second London Banking Day after the Determination Date.  If at least two such offered quotations are
so provided, LIBOR for the Interest Period will be the arithmetic mean of such
quotations.  If fewer than two such
quotations are so provided, the Calculation Agent will request each of three
major banks in New York City, as selected by the Calculation Agent, to provide
such bank’s rate (expressed as a percentage per annum), as of approximately
11:00 a.m., New York City time, on such Determination Date, for loans in a Representative
Amount in United States dollars to leading European banks for a three-month
period beginning on the second London Banking Day after the Determination
Date.  If at least two such rates are so
provided, LIBOR for the Interest Period will be the arithmetic mean of 



 11
 






 



such rates.  If fewer than two such rates are so provided,
then LIBOR for the Interest Period will be LIBOR in effect with respect to the
immediately preceding Interest Period.


“London
Banking Day” is any day in which dealings in United States dollars
are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.


“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, 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 



 12
 






 



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.


“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.



 13
 






 



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


(1)     Indebtedness under: (a) The Initial Notes;
(b) the $700 million aggregate principal amount of 5.95% Senior Notes that will
be issued on September 22, 2006 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, (c) the Company’s $500
million aggregate principal amount of 5.875% Senior Notes due 2016 and the $500
million principal aggregate amount of 5.650% Senior Notes due 2011 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 $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;



 14
 






 



(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 the 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 



 15
 






 



order to provide security for workers’ compensation claims, payment
obligations in connection with self-insurance or similar requirements in the
ordinary course of business;


(10)   Refinancing Indebtedness; and


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


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


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


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


“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.


“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.



 16














 


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


“Refinancing
Indebtedness” means any Refinancing by the Company or any Subsidiary
of the Company of Indebtedness incurred in accordance with Section 4.07
hereof (other than pursuant to clauses (2), (4), (5), (6), (7), (8),
(9) or (11) of the definition of Permitted Indebtedness), in each
case that does not:


(1)     result in an increase in the aggregate principal
amount of Indebtedness of such Person as of the date of such proposed
Refinancing (plus the amount of any premium required to be paid under the terms
of the instrument governing such Indebtedness and plus the amount of reasonable
expenses incurred by the Company in connection with such Refinancing); or


(2)     create Indebtedness with:  (a) a Weighted Average Life to Maturity
that is less than the Weighted Average Life to Maturity of the Indebtedness
being Refinanced; or (b) a final maturity earlier than the final maturity
of the Indebtedness being Refinanced; provided that
(i) if such Indebtedness being Refinanced is Indebtedness of the Company,
then such Refinancing Indebtedness shall be Indebtedness solely of the Company,
and (ii) if such Indebtedness being Refinanced is subordinate or junior to
the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes
at least to the same extent and in the same manner as the Indebtedness being
Refinanced.


“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.



 17
 






 



“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.


“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.



 18
 






 



“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.


“Telerate
Page 3750” means the display designated as “Page 3750” on the
Moneyline Telerate service (or such other page as may replace Page 3750 on that
service).


“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.


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



 19
 






 



“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”

  	
   

  	
  4.09

  
	
  “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.



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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;


(c)           
“or” is not exclusive;


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


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


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


ARTICLE 2


THE NOTES


Section 2.01.  Form and Dating


(a)           General.  The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its
authentication.  The Notes shall be in
denominations of $1,000 and integral multiples thereof.


The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part
of this 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.



 21
 






 



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


(c)           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.


(d)           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.



 22
 






 



The Trustee shall, upon a
written order of the Company signed by one or more Officers (an “Authentication Order”), authenticate Notes for original
issue on the Issue Date in aggregate principal amount not to exceed $500
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, Paying
Agent and Calculation 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.  In addition,
the Company shall appoint a calculation agent (the “Calculation Agent”) to determine the interest rate on the
Notes.  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, Paying Agent or Calculation
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, Paying Agent, and Calculation
Agent and to act as Custodian with respect to the Global Notes.


Section 2.04.  Paying Agent To
Hold Money in Trust. 
The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and will notify the
Trustee in writing of any default by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at 



 23
 






 



any time may require a Paying Agent to pay
all money held by it to the Trustee. 
Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money.  If the Company or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent
for the Notes.


Section 2.05.  Holder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a).  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders and the
Company shall otherwise comply with TIA § 312(a).


Section 2.06.  Transfer and
Exchange.


(a)           Transfer
and Exchange of Global Notes. 
A Global Note may not be transferred as a whole except by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary
or to another nominee of the Depositary, or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary.  All Global Notes will be
exchanged by the Company for Definitive Notes if (i) the Company delivers
to the Trustee written notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee.  Upon the occurrence of either
of the preceding events in (i) or (ii) above, Definitive Notes shall be issued
in such names as the Depositary shall instruct the Trustee in writing.  Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a); provided,
however, that beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.


(b)           Transfer and
Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable
Procedures.  Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to 



 24
 






 



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:


(i)      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.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.06(b)(i).


(ii)     All Other
Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers
and exchanges of beneficial interests that are not subject to Section
2.06(b)(i) above, the transferor of such beneficial interest must deliver to
the Registrar either (A) (1) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (1) a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the
Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred
to in (1) above.  Upon 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.


(iii)    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:



 25
 






 



(A)          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; and


(B)           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;


(C)           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.


(iv)    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 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:


(A)          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;


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


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


(D)          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 



 26
 






 



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.


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


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


(A)          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;



 27
 






 



(B)           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;


(C)           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;


(D)          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;


(E)           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;


(F)           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


(G)           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.



 28
 






 



(ii)     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:


(A)          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;


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


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


(D)          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.



 29
 






 



(iii)    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 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.


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


(i)            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:


(A)          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;


(B)           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;


(C)           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;


(D)          if such
Restricted Definitive Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance 



 30
 






 



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;


(E)           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;


(F)           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


(G)           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,


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.


(ii)     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:


(A)          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;


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



 31














 


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


(D)          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.


(iii)          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 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 



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Global
Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so exchanged or transferred.


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


(i)      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:


(A)          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;


(B)           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


(C)           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.


(ii)     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:


(A)          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 



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participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;


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


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


(D)          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.


(iii)          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.


(f)            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 



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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.


(g)           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.


(i)            Private
Placement Legend.


(A)          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 



 35
 






 



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.”


(B)           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.


(ii)           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 



 36
 






 



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.”


(h)           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.


(i)            General
Provisions Relating to Transfers and Exchanges.


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


(ii)           No service charge shall be made to a holder
of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Company and the Trustee
may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.10, 4.13 and 9.05 hereof).


(iii)          All Global Notes and Definitive Notes issued
upon any registration of transfer or exchange of Global Notes or Definitive
Notes shall be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.



 37
 






 



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


(v)           Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Company
may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary.


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


(vii)         All certifications, certificates and Opinions
of Counsel required to be submitted to the Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by facsimile.


Section 2.07.  Replacement Notes.  If any mutilated Note is surrendered to the
Trustee or the Company and the Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced.  The
Company may charge for its expenses in replacing a Note.


Every replacement Note is
an additional obligation of the Company and shall be entitled to all of the
benefits of this 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.



 38
 






 



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 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 



 39
 






 



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.  Optional
Redemption.  The
Notes are not optionally redeemable prior to their Maturity.


Section 3.02.  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.



 40
 






 



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 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



 41
 






 



(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.  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.


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.


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 



 42
 






 



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 



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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.



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


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


(c)           The Company shall and
shall cause each of its Subsidiaries to comply in all material respects with
all statutes, laws, ordinances, or government rules and regulations to which it
is subject, non-compliance with which would materially adversely affect the
business, earnings, properties, assets or condition (financial or otherwise) of
the Company and its Subsidiaries taken as a whole.


Section 4.12.  Registration
Rights. 
(a)  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.


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



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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 (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;



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(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 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.



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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, 



 47
 






 



assignee, trustee, sequestrator or other similar official of the
Company or any Significant Subsidiary or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and any
such decree or order for relief shall continue to be in effect, or any such
other decree or order shall be unstayed and in effect, for a period of 60 consecutive
days; or


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


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


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


(d)           the Company or any Significant Subsidiary:


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


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


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


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



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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;


(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 



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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


(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 



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(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:



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


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


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


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


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


ARTICLE 7


TRUSTEE


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


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


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



 52
 






 



(ii)           the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this 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.


(c)           The Trustee may not be
relieved from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:


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


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


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


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


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


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


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


(g)           The Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of not less than a majority
in principal amount of the Notes at the time outstanding given pursuant to
Section 6.05 of this 



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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.  (a)  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.


(b)           Before the Trustee acts
or refrains from acting, it may require an Officers’ Certificate or an Opinion
of Counsel that conforms to Section 11.04. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.


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


(d)           The Trustee shall not
be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within its rights or powers, except conduct that
constitutes willful misconduct, negligence or bad faith.


(e)           The Trustee may consult
with counsel, and the Trustee will not be liable for any action it takes or
omits in reliance on, and in accordance with, written advice of counsel.


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


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


Section 7.04.  Trustee’s
Disclaimer.  The
Trustee (i) is not responsible for and makes no representation as to the
validity or adequacy of this 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.



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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 



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against any loss, expense
or liability incurred by the Trustee to the extent it is due to the Trustee’s
own willful misconduct, negligence or bad faith.


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


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


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


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


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


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


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


(d)           the
Trustee becomes incapable of acting.


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


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


A successor Trustee will
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Immediately after that, the
retiring Trustee will, subject to the Lien 



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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.


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.



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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 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 



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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 written the
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.



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The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited pursuant
to Section 8.04 hereof or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.


Anything in this Article
8 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon the written request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee (which may be the opinion delivered under Section 8.04(a) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


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


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.



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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.


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 



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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 an 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.



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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.



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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.


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.



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If to the Trustee:


U.S. Bank Trust National
Association

100 Wall Street, 19th Floor

New York, NY 10005

Attention: Corporate Trust Department

Facsimile: (212) 361-6153


The Company or the
Trustee, by notice to the others may designate additional or different
addresses for subsequent notices or communications.


All notices and
communications (other than those sent to Holders) shall be deemed to have been
duly given:  at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.


Any notice or
communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication
shall also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA.  Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.


If a notice or
communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it.


If the Company mails a
notice or communication to Holders, it shall mail a copy to the Trustee and
each Agent at the same time.


Section 11.03.  Communication by
Holders of Notes with Other Holders of Notes.  Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this 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 



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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.


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 



 68
 






 



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]



 69














 


SIGNATURES


Dated as of September 18,
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 BA 8


Senior Floating
Rate Notes due 2009


	
  No. 

  	
   

  	
   

  	
  $500,000,000

  



iSTAR FINANCIAL
INC.


promises to pay
to  CEDE & CO., or registered
assigns, the principal sum of FIVE HUNDRED MILLION


Dollars
on September 15, 2009.


Interest
Payment Dates:  March 15, June 15,
September 15 and December 15


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


Dated:  September 18, 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

  



 















 


[Back of Note]

Senior Floating Rate Notes due 2009


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


1.             INTEREST.  iStar Financial Inc., a Maryland corporation
(the “Company”), promises to pay interest on
the principal amount of this Note quarterly in arrears on March 15, June 15,
September 15 and December 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”), at the rate per annum, reset quarterly, equal to
three month LIBOR (as defined below) plus 0.34%.  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 18, 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
December 15, 2006.  The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest on the Notes will be computed on the
basis of the actual number of days in the applicable Interest Period divided by
360, as further described below.


“LIBOR,” with
respect to an Interest Period, will be the rate (expressed as a percentage per
annum) for deposits in United States dollars for a three-month period beginning
on the second London Banking Day after the Determination Date that appears on
Telerate Page 3750 as of 11:00 a.m., London time, on the Determination
Date.  If Telerate Page 3750 does not
include such a rate or is unavailable on a Determination Date, the Calculation
Agent will request the principal London office of each of four major banks in
the London interbank market, as selected by the Calculation Agent, to provide
such bank’s offered quotation (expressed as a percentage per annum), as of
approximately 11:00 a.m., London time, on such Determination Date, to prime
banks in the London interbank market for deposits in a Representative Amount in
United States dollars for a three-month period beginning on the second London
Banking Day after the Determination Date. 
If at least two such offered quotations are so provided, LIBOR for the
Interest Period will be the arithmetic mean of such quotations.  If fewer than two such quotations are so
provided, the Calculation Agent will request each of three major banks in New
York City, as selected by the Calculation Agent, to provide such bank’s rate
(expressed as a percentage per annum), as of approximately 11:00 a.m., New York
City time, on such Determination Date, for loans in a Representative Amount in
United States dollars to leading European banks for a three-month period
beginning on the second London Banking Day after the Determination Date. If at
least two such rates are so provided, LIBOR for the Interest Period will be the
arithmetic mean of 



 A-2
 






 



such rates.  If
fewer than two such rates are so provided, then LIBOR for the Interest Period
will be LIBOR in effect with respect to the immediately preceding Interest
Period.


“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 18, 2006 and end on and include December 14,
2006.


“Determination Date,”‘
with respect to an Interest Period, will be the second London Banking Day
preceding the first day of the Interest Period.


“London Banking Day”
is any day in which dealings in United States dollars are transacted or, with
respect to any future date, are expected to be transacted in the London
interbank market.


“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.


“Telerate Page 3750”
means the display designated as “Page 3750” on the Moneyline Telerate service
(or such other page as may replace Page 3750 on that service).


The amount of interest for each day that the Notes are
outstanding (the “Daily Interest Amount”) will be
calculated by dividing the interest rate in effect for such day by 360 and multiplying
the result by the principal amount of the Notes. The amount of interest to be
paid on the Notes for each Interest Period will be calculated by adding the
Daily Interest Amounts for each day in the Interest Period.


All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point being
rounded upwards (e.g., 9.876545% (or .09876545)
being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or
resulting from such calculations will be rounded to the nearest cent (with
one-half cent being rounded upwards).


The interest rate on the Notes will in no event be
higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.


The Calculation Agent will, upon the request of the
holder of any Note, provide the interest rate then in effect with respect to
the Notes. All calculations made by the Calculation Agent in the absence of
manifest error will be conclusive for all purposes and binding on the Company
and the holders of the Notes.


2.             METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the March 1, June 1, September 1 and
December 1 next preceding the Interest Payment Date, 



 A-3
 






 



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 18, 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
$500 million in aggregate principal amount on the Issue Date and may issue
Additional Notes in accordance with the terms of the Indenture.


5.             OPTIONAL REDEMPTION.  The Notes may not be redeemed prior to Maturity.


6.             MANDATORY REDEMPTION.


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


7.             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-4
 






 



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


9.             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.


10.           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.


11.           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.



 A-5
 






 



12.           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.


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


14.           ABBREVIATIONS.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


15.           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.


16.           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 18, 2006, between the Company and the parties
named on the signature pages thereof (the “Registration Rights Agreement”).



 A-6
 






 



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-7
 






 



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-8
 






 



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-9














 


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:                               Senior
Floating Rate Notes due 2009


Reference is hereby made to the Indenture, dated as of
September 18, 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.



 B-1
 






 



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 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 



 B-2
 






 



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 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 



 B-3
 






 



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-4
 






 



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-5














 


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:                               Senior
Floating Rate Notes due 2009


(CUSIP                         )


Reference is hereby made to the Indenture, dated as of
September 18, 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.



 C-1
 






 



(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)  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 



 C-2
 






 



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-3
 






 



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-4














 


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)           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-1














 


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:          Senior Floating Rate
Notes due 2009


Reference is hereby made to the Indenture, dated as of
September 18, 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 



 D-1
 






 



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 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