FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 8th, 2012 • Istar Financial Inc • 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 $275,000,000 aggregate principal amount of its 9.0% Series B Senior Notes due 2017 (the “Exchange Notes”), for a like principal amount of its outstanding 9.0% Series A Senior Notes due 2017 (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 holders of the Private Notes. The Private Notes and the Exchange Notes are collectively referred to herein as the “Notes.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus.
ContractGlobal Note • June 8th, 2012 • Istar Financial Inc • Real estate investment trusts • New York
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.
