Exhibit
4.1


[Face of Note]


[Insert the Global Note Legend and/or Private Placement Legend, if
applicable pursuant to the provisions of the Indenture]


CUSIP/CINS 45031U
AY 7


5.95% Senior Notes
due 2013


	
  No.  

  	
   

  	
  $700,000,000

  



 


iSTAR FINANCIAL
INC.


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


Interest Payment
Dates:  April 15 and October 15


Record Dates:  April 1 and October 1


Dated:  September 22, 2006


	
   

  	
  iSTAR FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the Notes referred to

  	
   

  	
   

  	
   

  
	
  in the within-mentioned Indenture:

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  U.S. BANK TRUST
  NATIONAL ASSOCIATION

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
								



 



 C-1
 






 



[Back of Note]

5.95% Senior Notes due 2013


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


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


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


3.             Paying
Agent and Registrar.  Initially, U.S.
Bank Trust National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may
act in any such capacity.


4.             Indenture.  The Company issued the Notes under an
Indenture dated as of September 22, 2006 (the “Indenture”) between the
Company and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb).  The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. 
To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and
be controlling.  The Notes are
obligations of the Company.  The Company
is issuing



 C-2
 






 



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


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


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


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


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


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


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



 C-3
 






 



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


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


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


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


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


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


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



 C-4
 






 



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


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


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



 C-5
 






 



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


iStar Financial Inc.

1114 Avenue of the Americas, 27th Floor

New York, NY  10036

Attention:  Investor Relations



 C-6
 






 



ASSIGNMENT FORM


To assign this Note, fill in the form below:


	
  (I) or (we) assign and transfer this Note to:

  	
   

  
	
   

  	
  (Insert
  assignee’s legal name)

  
	
   

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type
  assignee’s name, address and zip code)

  
	
   

  
	
  and irrevocably appoint

  	
   

  
	
  to transfer this Note on the books of the Company.
  The agent may substitute another to act for him.

  
	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on

  the face of this Note)

  
	
   

  
	
  Signature Guarantee*: 

  	
   

  	
   

  
								



 






*                                         Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).



 C-7
 






 



SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE


The following
exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or
Definitive Note for an interest in this Global Note, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 C-8