RECITALSNorthstar Realty • November 14th, 2005 • Real estate investment trusts • New York
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • November 23rd, 2005 • Northstar Realty • Real estate investment trusts • Delaware
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 30th, 2004 • Northstar Realty • Real estate investment trusts • New York
EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ This Executive Employment Agreement (the "Agreement") by and between Mark E. Chertok ("Executive") and NorthStar Realty Finance Corp. (the "Company"), is dated as of October 22, 2004 and...Executive Employment Agreement • December 30th, 2004 • Northstar Realty • Real estate investment trusts • New York
SUBLEASE -------- -between-Northstar Realty • November 14th, 2005 • Real estate investment trusts • New York
RECITALSRegistration Rights Agreement • December 30th, 2004 • Northstar Realty • Real estate investment trusts • New York
AMONGContribution Agreement • December 30th, 2004 • Northstar Realty • Real estate investment trusts • New York
Grant No. _____ NORTHSTAR REALTY FINANCE CORP. 2003 OMNIBUS STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made by and between [insert name] ("Grantee") and NorthStar Realty Finance Corp.,...Restricted Stock Agreement • June 16th, 2004 • Northstar Realty • Real estate investment trusts • New York
NORTHSTAR REALTY FINANCE CORP. SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2005 • Northstar Realty • Real estate investment trusts • New York
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2011 • Northstar Realty • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), NRFC Sub-REIT Corp., a Maryland corporation (the “Sub-REIT”), and (“Indemnitee”).
betweenNorthstar Realty • August 12th, 2005 • Real estate investment trusts • New York
NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT, is made and effective as of October 29, 2004 (this "AGREEMENT"), by and among NorthStar Capital Investment Corp., a Maryland corporation ("NCIC"), and NorthStar Partnership, L.P., a Delaware...Non-Competition Agreement • December 30th, 2004 • Northstar Realty • Real estate investment trusts • New York
AMENDED AND RESTATED JUNIOR SUBORDINATED INDENTURENorthstar Realty • October 12th, 2005 • Real estate investment trusts • New York
FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (WACHOVIA TRANSACTION WITH NRFC WA HOLDINGS, LLC)Master Repurchase Agreement • November 14th, 2005 • Northstar Realty • Real estate investment trusts
betweenNorthstar Realty • October 12th, 2005 • Real estate investment trusts • New York
AMENDED AND RESTATED TRUST AGREEMENT among NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, as Depositor NORTHSTAR REALTY FINANCE CORP., as Guarantor WILMINGTON TRUST COMPANY as Property Trustee WILMINGTON TRUST COMPANY as Delaware Trustee and THE...Trust Agreement • August 9th, 2007 • Northstar Realty • Real estate investment trusts • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 7, 2007, among (i) NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (including any successors or permitted assigns, the “Depositor”), (ii) NorthStar Realty Finance Corp., a Maryland corporation (including any successors or permitted assigns, the “Guarantor”), (iii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iv) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (v) David T. Hamamoto, an individual, Richard J. McCready, an individual, and Andrew C. Richardson, an individual, each of whose address is c/o NorthStar Realty Finance Limited Partnership, c/o NorthStar Realty Finance Corp., 399 Park Avenue, 18th Floor, New York, NY 10022, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustee
INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made and entered into this 22nd day of October, 2004 ("Agreement"), by and between NorthStar Realty Finance Corp., a Maryland corporation (the "Company"), and [officer] [director]...Indemnification Agreement • October 21st, 2004 • Northstar Realty • Real estate investment trusts • Maryland
OFNorthstar Realty • December 30th, 2004 • Real estate investment trusts • Delaware
NorthStar Realty Finance Corp. 500,000 Shares of 8.75% Series A Cumulative Redeemable Preferred Stock 2,500,000 Shares of 8.25% Series B Cumulative Redeemable Preferred Stock EQUITY DISTRIBUTION AGREEMENT Dated: June 12, 2012Equity Distribution Agreement • June 13th, 2012 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
Exhibit A — Form of Placement Notice Exhibit B — Authorized Individuals for Placement Notices and Acceptances Exhibit C — Compensation Exhibit D-1 — Form of Corporate Opinion of Sullivan & Cromwell LLP Exhibit D-2 — Form of Disclosure Letter of Sullivan & Cromwell LLP Exhibit E — Form of Tax Opinion of Hunton & Williams LLP Exhibit F — Form of Opinion of Venable LLP Exhibit G — Form of Officer’s Certificate Exhibit H — Permitted Free Writing Prospectuses Exhibit I — Form of Chief Financial Officer Certificate
JUNIOR SUBORDINATED INDENTURE between NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, as Issuer, NORTHSTAR REALTY FINANCE CORP., as Guarantor, and WILMINGTON TRUST COMPANY as TrusteeJunior Subordinated Indenture • August 9th, 2007 • Northstar Realty • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of June 7, 2007, between NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Company”), NorthStar Realty Finance Corp., a Maryland corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
U.S. $100,000,000 MASTER REPURCHASE AND SECURITIES CONTRACT by and between NRFC WF LOAN, LLC, as Seller and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Buyer Dated as of November 22, 2011Master Repurchase and Securities Contract • February 17th, 2012 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of November 22, 2011 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, this “Agreement”), is made by and between NRFC WF LOAN, LLC, a Delaware limited liability company, as seller (as more specifically defined below, “Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as buyer (as more specifically defined below, “Buyer”). Seller and Buyer (each a “Party”) hereby agree as follows:
NORTHSTAR REALTY FINANCE CORP. 30,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
Each of NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), and NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), agrees with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Deutsche Bank Securities Inc. and UBS Securities LLC are acting as representatives (in such capacity, the “Representatives”) on the terms set forth herein, with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares (the “Initial Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all or any part of 4,500,000 additional shares of Common Stock (the “Opti
VESTING AGREEMENT Name of Grantee: {{Name}} No. of Units: {{Award}}, subject to increase upon the issuance of any Overallotment IPO Shares as described below Grant Date: October 29, 2004 Final Acceptance Date: October 29, 2004 Pursuant to the...Vesting Agreement • December 30th, 2004 • Northstar Realty • Real estate investment trusts • Delaware
OFNorthstar Realty • April 21st, 2004 • Delaware
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 19th, 2015 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “Second Supplemental Indenture”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “Predecessor Company”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Successor Company”), and Wilmington Trust Company, as Trustee under the Indenture referred to below.
FIRST AMENDED AND RESTATED CREDIT AGREEMENT among NRFC WA HOLDINGS, LLC, NRFC WA HOLDINGS II, LLC, NRFC WA HOLDINGS VII, LLC, NRFC WA HOLDINGS X, LLC, and NRFC WA HOLDINGS XII, LLC, as Borrowers NORTHSTAR REALTY FINANCE CORP., and NORTHSTAR REALTY...Credit Agreement • November 5th, 2009 • Northstar Realty • Real estate investment trusts • New York
FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 28, 2009, among NRFC WA HOLDINGS, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Holdings”), as a Borrower, NRFC WA HOLDINGS II, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Holdings II”), as a Borrower, NRFC WA HOLDINGS VII, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Holdings VII”), as a Borrower, NRFC WA HOLDINGS X, LLC, a Delaware limited liability company (together with it successors and assigns, “Holdings X”), as a Borrower, as a Borrower, NRFC WA HOLDINGS XII, LLC, a Delaware limited liability company (together with it successors and assigns, “Holdings XII”), as a Borrower, NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (together with its successors and permitted assigns, “Northstar Corp”), as a Guarantor, NORTHSTAR REALTY FINANCE L.P., a Delaware limited pa
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2014 (this “First Supplemental Indenture”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “Intermediate Successor Company”), NRFC Sub-REIT Corp., also a Maryland corporation (the “Successor Company”) and Wilmington Trust Company, as Trustee under the Indenture referred to below.
ContractAsset Management Agreement • November 2nd, 2015 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT (the “Agreement”), dated as of October 31, 2015, is entered into by and between NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“NRF”), and NSAM J-NRF LTD, a Jersey limited company (“Asset Manager”). Each capitalized term used in this Agreement shall have the meaning ascribed to such term in Schedule A.
JUNIOR SUBORDINATED INDENTURENorthstar Realty • November 23rd, 2005 • Real estate investment trusts • New York
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • October 5th, 2007 • Northstar Realty • Real estate investment trusts • New York
This Executive Employment and Non-Competition Agreement (the “Agreement”) by and between Daniel D. Raffe (“Executive”) and NorthStar Realty Finance Corp. (the “Company”), is dated as of October 4, 2007 (the “Effective Date”).
AMONG NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, as Borrower, NORTHSTAR REALTY FINANCE CORP., as Guarantor,Guarantee and Security Agreement • October 12th, 2005 • Northstar Realty • Real estate investment trusts • New York
NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP 5.375% EXCHANGEABLE SENIOR NOTES DUE 2033 INDENTURE DATED AS OF JUNE 19, 2013 NORTHSTAR REALTY FINANCE CORP., and NRFC SUB-REIT CORP., as Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • June 19th, 2013 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS INDENTURE dated as of June 19, 2013 is by and among NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Issuer”), NorthStar Realty Finance Corp., a Maryland corporation (the “Parent Guarantor”), and NRFC Sub-REIT Corp., a Maryland corporation (the “Subsidiary Guarantor”), as Guarantors (each of the Parent Guarantor and the Subsidiary Guarantor, a “Guarantor” and, together, the “Guarantors”), and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”).
MASTER REPURCHASE AGREEMENT Dated as of March 11, 2013 by and among NRFC DB LOAN, LLC, as Master Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as BuyerMaster Repurchase Agreement • March 12th, 2013 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of March 11, 2013, by and among NRFC DB LOAN, LLC, a Delaware limited liability company (“Master Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).
NORTHSTAR REALTY FINANCE CORP. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • August 5th, 2010 • Northstar Realty • Real estate investment trusts • New York
THIS IS TO CERTIFY that WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (together with its permitted transferees, successors and assigns, the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (the “Company”), at the price of $7.60 per share (the “Exercise Price”), at any time after the date hereof (the “Commencement Date”) and expiring on the earlier of June 30, 2020 or such time as the Aggregate Net Profit has exceeded $45,000,000.00 (the “Expiration Date”), 2,000,000 shares of fully paid and non-assessable common stock, par value $0.01 per share (“Common Stock”), of the Company (as such number may be adjusted as provided herein). The 2,000,000 shares of Common Stock which may be purchased pursuant to this Warrant are referred to herein as the “Aggregate Number”. This common stock purchase warrant (this “Warrant”) is iss
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN 1552 LONSDALE LLC A DELAWARE LIMITED LIABILITY COMPANYAgreement of Purchase and Sale • November 14th, 2005 • Northstar Realty • Real estate investment trusts • New York
