0001104659-12-077446 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2012 • Istar Financial Inc • Real estate investment trusts • New York

The Securities will be issued pursuant to an indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-first Supplemental Indenture, dated as of November 13, 2012 between the Company and the Trustee (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, the Trustee and the Depositary.

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UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2012 • Istar Financial Inc • Real estate investment trusts • New York

The Securities will be issued pursuant to an indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-first Supplemental Indenture, dated as of November 13, 2012 between the Company and the Trustee (together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, the Trustee and the Depositary.

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