REGISTRATION RIGHTS AGREEMENT Dated as of September 22, 2006 between ISTAR FINANCIAL INC. and BARCLAYS CAPITAL INC. BEAR STEARNS & CO. INC. DEUTSCHE BANK SECURITIES INC. AND THE OTHER INITIAL PURCHASERS REFERRED TO HEREIN as the Initial PurchasersRegistration Rights Agreement • December 15th, 2006 • Istar Financial Inc • Real estate investment trusts • New York
This Agreement is made pursuant to the Purchase Agreement, dated September 13, 2006, by and between the Company and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $700,000,000 aggregate principal amount of the Company’s 5.95% Senior Notes due 2013 (the “Securities”) and other securities. In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
FORM OF EXCHANGE AGENT AGREEMENTIstar Financial Inc • December 15th, 2006 • Real estate investment trusts • New York
iStar Financial Inc, a Maryland corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $889,669,000 aggregate principal amount of its 5.95% Series B Senior Notes due 2013 (the "Series B 2013 Notes"), for a like principal amount of its outstanding 5.95% Series A Senior Notes due 2013 (the "Series A 2013 Notes") and up to $500,000,000 Series B Senior Floating Rate Notes due 2009 (the "Series B 2009 Notes", together with the Series B 2013 Notes, the "Exchange Notes") for a like principal amount of its outstanding Series A Senior Floating Rate Notes due 2009 (the "Series A 2009 Notes" together with the "Series A 2013 Notes" the "Private Notes"). The terms and conditions of the Exchange Offer are set forth in a prospectus (the "Prospectus") included in the Company's registration statement on form S-4 (File No. 333- ) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC"), proposed to be distributed to all record
iStar Financial Inc. $750,000,000 5.95% Senior Notes Due 2013 $250,000,000 Senior Floating Rate Notes Due 2009 PURCHASE AGREEMENTPurchase Agreement • December 15th, 2006 • Istar Financial Inc • Real estate investment trusts • New York
DEUTSCHE BANK SECURITIES INC. And the other parties referred to in Schedule 1 hereto c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
