CREDIT AGREEMENT Dated as of June 27, 2017 amongCredit Agreement • July 3rd, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 27, 2017, among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the “Borrower”), SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), SIGOP GEN PAR LLC (“SIGOP”) and certain subsidiaries of the Operating Partnership from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and BARCLAYS BANK PLC, as L/C Issuers.
EXECUTION COPY Published Deal CUSIP Number: 78645NAA4 Published Facility/Revolver CUSIP Number: 78645NAB2 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2019 among SAFEHOLD INC., as the Borrower, SAFEHOLD OPERATING PARTNERSHIP LP,...Credit Agreement • November 12th, 2019 • Safehold Inc. • Lessors of real property, nec • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 8th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Safety, Income and Growth, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIPSafety, Income & Growth, Inc. • July 3rd, 2017 • Lessors of real property, nec • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP, LP, dated as of June 27, 2017 is entered into by and among SIGOP Gen Par LLC, a Delaware limited liability company (the “General Partner”), SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (“SFTY”), and the Additional Limited Partners (defined below).
CREDIT AGREEMENT Dated as of January 9, 2023 among SAFEHOLD OPERATING PARTNERSHIP LP, as the Borrower, SAFEHOLD INC., as Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent and The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A., BOFA...Credit Agreement • January 9th, 2023 • Safehold Inc. • Lessors of real property, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 9, 2023, among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (and its successors and permitted assigns, the “Borrower”; provided that, for the avoidance of doubt, the Borrower may change its legal name or its type of organization and still be deemed the “Borrower” for all purposes under this Agreement), SAFEHOLD INC., a Maryland corporation (and its successors and permitted assigns, “Safehold”), as Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SAFEHOLD INC. (a Maryland corporation) 2,000,000 Shares of Common Stock, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2022 • Safehold Inc. • Lessors of real property, nec • New York
SECOND AMENDMENTCredit Agreement • January 9th, 2023 • Safehold Inc. • Lessors of real property, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 31, 2021, (as amended by the First Amendment, dated as of December 15, 2021 and the Second Amendment, dated as of January 9, 2023), among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (and its successors and permitted assigns, the “Borrower”; provided that, for the avoidance of doubt, the Borrower may change its legal name or its type of organization and still be deemed the “Borrower” for all purposes under this Agreement), SAFEHOLD INC., a Maryland corporation (and its successors and permitted assigns, “Safehold”), as Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., and GOLDMAN SACHS BANK USA, as L/C Issuers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of June 27, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the “Company”), and ISTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the “Holder”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 3rd, 2019 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into on January 2, 2019, by and among SAFETY, INCOME & GROWTH INC., a Maryland corporation (the “Company”), SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), SFTY MANAGER LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”) and iStar Inc., a Maryland corporation, solely with respect to its rights under Section 14(a) and Section 21.
LOAN AGREEMENTLoan Agreement • April 10th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
THIS LOAN AGREEMENT, dated as of March 30, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BARCLAYS BANK PLC, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPMorgan”), and BANK OF AMERICA, N.A., having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (“BOA”; together with Barclays, JPMorgan and each of their respective successors, transferees and/or assigns, collectively, “Lender”) and EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at c/o iStar Inc., 1114 Avenue of the Americas, New York, New York 10036 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Borrower”).
SAFEHOLD OPERATING PARTNERSHIP LP, SAFEHOLD INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 18, 2021 TO INDENTURE DATED MAY 7, 2021 OF 2.850% SENIOR NOTES DUE 2032 CONTENTSIndenture • November 18th, 2021 • Safehold Inc. • Lessors of real property, nec
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is entered into as of November 18, 2021 among Safehold Operating Partnership LP, a Delaware limited partnership (the “Company”), Safehold Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
ASSIGNMENT, ASSUMPTION AND MEMBERSHIP INTEREST TRANSFER AGREEMENTAssignment, Assumption and Membership Interest Transfer Agreement • July 3rd, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec
This Assignment, Assumption and Membership Interest Transfer Agreement (this “Agreement”), dated as of June 27, 2017 (the “Effective Date”), is entered into by and between iSTAR REO HOLDINGS TRS LLC, Delaware limited liability company (“Seller”), and SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP LP, a Delaware limited partnership (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • June 7th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
THIS MANAGEMENT AGREEMENT is made as of [•], 2017, by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the “Company”), SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), SFTY MANAGER LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”) and iStar Inc., a Maryland corporation (“iStar”), solely with respect to its rights under Section 14(a) and Section 21.
INITIAL PORTFOLIO AGREEMENT AMONG iSTAR INC., SAFETY, INCOME AND GROWTH, INC. AND SAFETY INCOME AND GROWTH OPERATING PARTNERSHIP LP DATED: June 27, 2017Initial Portfolio Agreement • July 3rd, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec
This Initial Portfolio Agreement (this “Agreement”) is made and entered into by and among iStar, Safety and the Operating Partnership.
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • January 3rd, 2019 • Safety, Income & Growth, Inc. • Lessors of real property, nec • Maryland
This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of January 2, 2019, by and among Safety, Income & Growth Inc., a Maryland corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of April 14, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the “Company”), SFTY VENTURE LLC, a Delaware limited liability company (“GICRE” and a “Holder”), and SFTY VII-B, LLC, a Delaware limited liability company (“LA” and a “Holder,” and together with GICRE, the “Holders”).
POST-IPO STOCKHOLDER’S AGREEMENT BETWEEN SAFETY, INCOME AND GROWTH, INC. AND SFTY VENTURE LLC Dated as of April 14, 2017Stockholder’s Agreement • May 8th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • Maryland
This POST-IPO STOCKHOLDER’S AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the “Company”), and SFTY Venture LLC, a Delaware limited liability company (“GICRE”); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.
CREDIT AGREEMENTCredit Agreement • March 31st, 2021 • Safehold Inc. • Lessors of real property, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 31, 2021, among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), SAFEHOLD INC., a Maryland corporation (“Safehold”), as Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., and GOLDMAN SACHS BANK USA, as L/C Issuers.
FORM OF EXCLUSIVITY AND EXPENSE REIMBURSEMENT AGREEMENTForm of Exclusivity and Expense Reimbursement Agreement • June 7th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
This EXCLUSIVITY AND EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of , 2017 by and between iStar Inc., a Maryland corporation (“iStar”), and Safety, Income and Growth, Inc., a Maryland corporation (“Safety”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in this agreement.
AGREEMENT AND PLAN OF MERGER BETWEEN SAFETY, INCOME AND GROWTH, INC., AND SIGI ACQUISITION, INC. Dated as of April 14, 2017Agreement and Plan of Merger • May 8th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • Maryland
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the “Company”), and SIGI Acquisition, Inc. a Maryland corporation (“SIGI”).
EXECUTION COPY FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This FIRST AMENDMENT (this "Amendment") to AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into as of January 14, 2020 by and among Safehold Inc., a Maryland corporation...Management Agreement • January 15th, 2020 • Safehold Inc. • Lessors of real property, nec • New York
PURCHASE OPTION AGREEMENTPurchase Option Agreement • July 3rd, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
THIS PURCHASE OPTION AGREEMENT is dated as of June 27, 2017 by and between iStar Inc., having an address at 1114 Avenue of the Americas, 39th Floor, New York, NY 10036 (“Optionor”) and Safety Income and Growth Operating Partnership LP, a Delaware limited partnership, having an address at c/o SFTY Manager LLC, 1114 Avenue of the Americas, 39th Floor, New York, NY 10036 (“Optionee”).
CARET PERFORMANCE INCENTIVE PLAN PROFITS INTEREST AWARD AGREEMENT This Profits Interest Award Agreement (this “Agreement”), is made on this ___ day of _________, 20__ (hereinafter referred to as the “Date of Grant”), among CARET Ventures LLC, a...Caret Performance Incentive Plan Profits Interest Award Agreement • July 26th, 2019 • Safehold Inc. • Lessors of real property, nec • New York
FIRST AMENDMENTSafehold Inc. • February 15th, 2022 • Lessors of real property, nec • New York
FIRST AMENDMENT, dated as of December 15, 2021 (this “Amendment”), to the Credit Agreement, dated as of March 31, 2021 (the “Credit Agreement”), among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), SAFEHOLD INC., a Maryland corporation (“Safehold”), as Guarantor, the lenders party thereto (the “Existing Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement shall be used in this Amendment with their defined meanings unless otherwise defined herein.
STOCKHOLDER’S AGREEMENT BETWEEN SAFETY, INCOME & GROWTH INC. AND iSTAR INC. Dated as of January 2, 2019Stockholder’s Agreement • January 3rd, 2019 • Safety, Income & Growth, Inc. • Lessors of real property, nec • Maryland
This STOCKHOLDER’S AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of January 2, 2019, is made and entered into by and between Safety, Income & Growth Inc., a Maryland corporation (the “Company”), and iStar Inc., a Maryland corporation (“iStar”).
Safehold Inc. Common Stock ($0.01 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • February 18th, 2021 • Safehold Inc. • Lessors of real property, nec • New York
Safehold Inc., a Maryland corporation (including its predecessor before giving effect to the formation transactions that were consummated prior to or concurrently with the completion of its initial public offering, the “Company”), Safehold Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership,” and together with the Company, the “Transaction Entities”), and SFTY Manager LLC, a Delaware limited liability company (the “Manager”), confirm their respective agreements with BofA Securities, Inc. (“BofAS”), Barclays Capital Inc. (“Barclays”), Berenberg Capital Markets LLC (“Berenberg”), Capital One Securities, Inc. (“Capital One”), Citigroup Global Markets Inc. (“Citigroup”), Goldman Sachs & Co. LLC (“Goldman Sachs”), J.P. Morgan Securities LLC (“JPMorgan”), Mizuho Securities USA LLC (“Mizuho”), Morgan Stanley & Co. LLC (“Morgan Stanley”), Raymond James & Associates, Inc. (“Raymond James”), SMBC Nikko Securities America, Inc. (“SMBC Nikko”) and Truist Securities
FORM OF PURCHASE OPTION AGREEMENTForm of Purchase Option Agreement • June 16th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
THIS PURCHASE OPTION AGREEMENT is dated as of , 2017 by and between iStar Inc., having an address at 1114 Avenue of the Americas, 39th Floor, New York, NY 10036 (“Optionor”) and Safety Income and Growth Operating Partnership LP, a Delaware limited partnership, having an address at c/o SFTY Manager LLC, 1114 Avenue of the Americas, 39th Floor, New York, NY 10036 (“Optionee”).
POST-IPO STOCKHOLDER’S AGREEMENT BETWEEN SAFETY, INCOME AND GROWTH, INC. AND SFTY VII-B, LLC Dated as of April 14, 2017Stockholder’s Agreement • May 8th, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • Maryland
This POST-IPO STOCKHOLDER’S AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the “Company”), and SFTY VII-B, LLC, a Delaware limited liability company (“LA”); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.
EXCLUSIVITY AND EXPENSE REIMBURSEMENT AGREEMENTExclusivity and Expense Reimbursement Agreement • July 3rd, 2017 • Safety, Income & Growth, Inc. • Lessors of real property, nec • New York
This EXCLUSIVITY AND EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of June 27, 2017 by and between iStar Inc., a Maryland corporation (“iStar”), and Safety, Income and Growth, Inc., a Maryland corporation (“Safety”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in this agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This SECOND AMENDMENT (this "Amendment") to AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into as of February 12, 2020 by and among Safehold Inc., a Maryland corporation (the...Management Agreement • February 13th, 2020 • Safehold Inc. • Lessors of real property, nec • New York
EXECUTION COPY FIRST AMENDMENT TO EXCLUSIVITY AGREEMENT This FIRST AMENDMENT (this "Amendment") to EXCLUSIVITY AGREEMENT is entered into as of January 14, 2020 by and between Safehold Inc., a Maryland corporation (the "Company"), and iStar Inc., a...Exclusivity Agreement • January 15th, 2020 • Safehold Inc. • Lessors of real property, nec • New York
