Exhibit 4.2
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE
INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO
THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
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, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE HOLDER:
(I)
REPRESENTS THAT (A) IT
(I) IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
“QIB”) AND (II) IS ACQUIRING THIS SECURITY FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR (B) IT IS NOT A
U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT,
(II)
AGREES THAT IT WILL NOT, WITHIN THE
APPLICABLE TIME PERIOD REFERRED TO UNDER
RULE 144(d)(1) (TAKING INTO ACCOUNT THE OTHER PROVISIONS
OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE)
UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER
OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT
(A) IN THE UNITED STATES, TO A PERSON WHOM THE HOLDER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED
STATES, IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF
REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO
THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (E) TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS, AND
(III)
AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(C) OR
2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.
EACH PURCHASER OR TRANSFEREE OF THIS SECURITY OR
ANY INTEREST HEREIN WILL BE DEEMED BY ITS ACQUISITION AND HOLDING
OF THIS SECURITY TO HAVE REPRESENTED AND AGREED THAT EITHER
(I) IT IS NOT, AND NO PORTION OF THE ASSETS USED TO ACQUIRE OR
HOLD THIS SECURITY OR AN INTEREST HEREIN CONSTITUTES THE ASSETS OF,
AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF
SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”) WHICH IS SUBJECT TO TITLE
I OF ERISA, A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY
OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS
THAT ARE SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE
CODE (COLLECTIVELY, “SIMILAR LAW”), OR ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN
ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (EACH, A
“PLAN”) OR (II) THE ACQUISITION AND HOLDING OF
THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY
APPLICABLE SIMILAR LAWS.
IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
OR ANY INTEREST HEREIN WITHIN THE APPLICABLE TIME PERIOD REFERRED
TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE
TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN
TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT.
CUSIP 45031U BJ9 (144A) / CUSIP U4500V AH8 (REG
S)
ISIN US45031UBJ97 (144A) / ISIN USU4500VAH88
(REG S)
10.0% Second-Priority Senior Secured Guaranteed
Notes due 2014
iSTAR FINANCIAL INC.
promises to pay to CEDE & Co., or
registered assigns, the principal sum of $479,548,000 on
June 15, 2014.
Interest Payment Dates: June 15 and
December 15
Record Dates: June 1 and
December 1
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iSTAR FINANCIAL INC.
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By:
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/s/ James D. Burns
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Name:
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James D. Burns
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Title:
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Executive Vice-President, Chief Financial
Officer and Treasurer
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This is one of the Notes referred to
in the within-mentioned Indenture:
U.S. BANK NATIONAL ASSOCIATION
as Trustee
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By:
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/s/ Gagendra Hiralal
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Authorized Signatory
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Dated: May 8, 2009
[Back of Note]
10.0% Second-Priority Senior Secured Guaranteed Notes due
2014
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 10.0% per annum
from May 8, 2009 until Maturity. The Company will pay
interest semi-annually in arrears on June 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 ”). 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 May 8, 2009;
provided that the first Interest Payment Date shall be
December 15, 2009. 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 the
June 1 or December 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on
or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium,
if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of
New York, or, at the option of the Company, payment of interest may
be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by
wire transfer of immediately available funds will be required with
respect to principal of and interest, and premium, if any, on, all
Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts. The Company reserves
the right to pay interest to Holders of Notes by check mailed to
such Holders at their registered addresses or by wire transfer to
Holders of at least $5 million aggregate principal amount of
Notes.
3.
Paying Agent and Registrar . Initially, U.S. Bank
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 May 8, 2009 (the “
Indenture ”) among the Company, the Guarantors 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 $155,253,000 in aggregate principal amount
of 2011 Notes and $479,548,000 in aggregate principal amount of
2014 Notes on the Issue Date and may issue Additional Notes in
accordance with the terms of the Indenture.
5.
Optional Redemption . The Notes of any series may be
redeemed, in whole or in part, at the Company’s option at any
time prior to Maturity at a price equal to 100% of the principal
amount thereof plus accrued but unpaid interest, if any (the
“ Redemption Price ”), to, but not including,
the date of the redemption (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).
6.
Mandatory Redemption . Except as set forth in
paragraph 7, the Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the
Notes.
7.
Repurchase at Option of Holder . Upon the occurrence
of a Change of Control Triggering Event with respect to a series of
Notes, the Company will be required to offer to purchase all of the
outstanding Notes of such series at a principal price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest,
if any, thereon to the date of purchase.
8.
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.
9.
Denominations, Transfer, Exchange . The Notes are in
registered form without coupons in denominations of $1,000 and
integral multiples of $1,000. The transfe
