BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 8,250,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: August 10, 2021Underwriting Agreement • August 13th, 2021 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
The undersigned, a stockholder [and an officer and/or director] of BrightSpire Capital, Inc., a Maryland corporation (the “Company”), understands that BofA Securities, Inc. (“BofA”) and J.P. Morgan Securities LLC propose(s) to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Stockholder providing for the public offering of shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement (the “Expiration Date”) (subject to extensions
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 1st, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into, and effective, as of the day of , 20 , by and between Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
FIRST AMENDMENTCredit Agreement • March 1st, 2019 • Colony Credit Real Estate, Inc. • Real estate investment trusts • New York
This First Amendment, dated as of November 19, 2018 (this “Amendment”), to the Credit Agreement dated as of February 1, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among CREDIT RE OPERATING COMPANY, LLC (the “Parent Borrower”), the Subsidiary Borrowers from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 3 TO MASTER REPURCHASE AND SECURITIES CONTRACTMaster Repurchase and Securities Contract • February 22nd, 2022 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
of November 2, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, (this “Agreement”), is made by and between CLNCBRIGHTSPIRE CREDIT 8, LLC (f/k/a CLNC Credit 8, 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 also a “Party” and, collectively, the “Parties”) hereby agree as follows:
BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 30,358,213 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: February 28, 2023Underwriting Agreement • March 3rd, 2023 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT Dated as of October 23, 2018 by and among DB LOAN NT-II, LLC and CLNC CREDIT 5, LLC individually and/or collectively, as the context requires, as Master Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as BuyerMaster Repurchase Agreement • October 25th, 2018 • Colony Credit Real Estate, Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of October 23, 2018, by and among DB LOAN NT-II, LLC and CLNC CREDIT 5, LLC, each a Delaware limited liability company organized in series (individually and/or collectively as the context may require, “Master Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).
SECOND AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2024 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 16, 2024 (the “Effective Date”), is made by and between BrightSpire Capital US, LLC, a Delaware limited liability company (“BRSP”), and Michael Mazzei (the “Executive”). BRSP, together with its affiliates is hereinafter referred to as “the Company,” and where the context permits, references to “the Company” shall include the Company and any successor to the Company.
AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and MS LOAN NT-I, LLC, MS LOAN NT-II, LLC, CLNC CREDIT 1, LLC and CLNC CREDIT 2, LLC collectively, as SellerMaster Repurchase and Securities Contract Agreement • April 25th, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
This Amended and Restated Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of April 20, 2018 and is made by and among MORGAN STANLEY BANK, N.A., as buyer (“Buyer”) and MS LOAN NT-I, LLC, a Delaware limited liability company (“NT-I”), MS LOAN NT-II, LLC, a Delaware limited liability company (“NT-II”), CLNC CREDIT 1, LLC, a Delaware limited liability company (“Credit 1”), and CLNC CREDIT 2, LLC, a Delaware limited liability company (“Credit 2”, and together with NT-I, NT-II and Credit 1, individually or collectively, as the context may require, “Seller”).
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • April 25th, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of 20, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association (together with its permitted successors and assigns, “Buyer”). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.
MASTER REPURCHASE AGREEMENT Dated as of June 19, 2018 between GOLDMAN SACHS BANK USA, as Purchaser, and CLNC CREDIT 6, LLC, as SellerMaster Repurchase Agreement • June 25th, 2018 • Colony Credit Real Estate, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of June 19, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between GOLDMAN SACHS BANK USA, a New York State member bank (including any successor thereto, “Purchaser”) and CLNC CREDIT 6, LLC, a Delaware limited liability company (“Seller”).
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • February 22nd, 2022 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of February 8, 2022 (this “Amendment”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”), and BRIGHTSPIRE CREDIT 7, LLC (formerly known as CLNC CREDIT 7, LLC), a limited liability company organized under the laws of the State of Delaware (“Seller”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).
AMENDED AND RESTATED MANAGEMENT AGREEMENT by and among Colony Credit Real Estate, Inc., Credit RE Operating Company, LLC andManagement Agreement • November 8th, 2019 • Colony Credit Real Estate, Inc. • Real estate investment trusts • Delaware
This AMENDED AND RESTATED MANAGEMENT AGREEMENT, effective November 6, 2019, is made and entered into by and among Colony Credit Real Estate, Inc., a Maryland corporation (the “Company”), Credit RE Operating Company, LLC, a Delaware limited liability company (“Operating Company”), and CLNC Manager, LLC, a Delaware limited liability company (the “Manager”).
AMENDED AND RESTATED LIMITED GUARANTYLimited Guaranty • May 15th, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED LIMITED GUARANTY (as amended, modified, waived, supplemented, extended, restated or replaced from time to time, this “Guaranty”) is made as of the 31st day of January, 2018, by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns and any other Person that becomes a guarantor under this Guaranty, “Guarantor”), for the benefit of CITIBANK, N.A., a national banking association, as buyer under the Repurchase Agreement (in such capacity, together with its successors and assigns, “Buyer”).
GUARANTYGuaranty • October 25th, 2018 • Colony Credit Real Estate, Inc. • Real estate investment trusts
This GUARANTY (this “Guaranty”) is made and entered into as of October 23, 2018, by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company, having an address at c/o CLNC Manager, LLC, 590 Madison Avenue, 34th Floor, New York, New York 10022 (“Guarantor”), for the benefit of DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution, whose address is 60 Wall Street, 10th Floor, New York, New York 10005 (“Buyer”). This Guaranty is made with reference to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • Maryland
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 31, 2018 by and among Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (the “Company”), Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), and NRF RED REIT Corp., a Maryland corporation (“RED REIT”). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.1.
STOCKHOLDERS AGREEMENTStockholders Agreement • February 1st, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • Maryland
This STOCKHOLDERS AGREEMENT is entered into as of January 31, 2018, by and between Colony Capital Operating Company, LLC, a Delaware limited liability company (“Constellation OP”), and Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (the “Company”).
TERMINATION AGREEMENT by and among COLONY CREDIT REAL ESTATE, INC., CREDIT RE OPERATING COMPANY, LLC, CLNC MANAGER, LLC and SOLELY FOR THE PURPOSES SET FORTH IN SECTION 8.15, COLONY CAPITAL INVESTMENT ADVISORS, LLC, dated as of April 4, 2021Termination Agreement • April 5th, 2021 • Colony Credit Real Estate, Inc. • Real estate investment trusts • Delaware
This Termination Agreement (this “Agreement”), dated as of April 4, 2021, is entered into by and among Colony Credit Real Estate, Inc., a Maryland corporation (“CLNC”), Credit RE Operating Company, LLC, a Delaware limited liability company (“CLNC OP”), CLNC Manager, LLC, a Delaware limited liability company (“Manager”) and, solely for the purposes set forth in Section 8.15, Colony Capital Investment Advisors, LLC, a Delaware limited liability company (“CCIA” or the “Guarantor”). CLNC, CLNC OP and Manager are collectively referred to as the “Parties” and each individually as a “Party.” For purposes of this Agreement, all defined terms used in this Agreement and not defined in this Agreement shall have the meanings set forth on Exhibit A attached hereto.
SECOND AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and MS LOAN NT-I, LLC, MS LOAN NT-II, LLC, CLNC CREDIT 1, LLC, CLNC CREDIT 2, LLC CLNC CREDIT 1UK, LLC and CLNC CREDIT 1EU, LLC...Bailee Agreement • April 26th, 2019 • Colony Credit Real Estate, Inc. • Real estate investment trusts • New York
This Second Amended and Restated Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of April 23, 2019 and is made by and among MORGAN STANLEY BANK, N.A., as buyer (“Buyer”) and MS LOAN NT-I, LLC, a Delaware limited liability company (“NT-I”), MS LOAN NT-II, LLC, a Delaware limited liability company (“NT-II”), CLNC CREDIT 1, LLC, a Delaware limited liability company (“Credit 1”), CLNC CREDIT 2, LLC, a Delaware limited liability company (“Credit 2”), CLNC CREDIT 1UK, LLC, a Delaware limited liability company (“UK Seller”), and CLNC CREDIT 1EU, LLC, a Delaware limited liability company (“EU Seller”, and together with NT-I, NT-II, Credit 1, Credit 2 and UK Seller, individually or collectively, as the context may require, “Seller”).
GUARANTYGuaranty • April 25th, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
GUARANTY (this “Guaranty”), dated as of April 23, 2018 (the “Effective Date”), made by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of CITIBANK, N.A., a national banking association (“Buyer”).
FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • February 21st, 2024 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of December 27, 2023 (this “Amendment”), by and among BRIGHTSPIRE CREDIT 7, LLC, a Delaware limited liability company (“Seller”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, in its capacity as Purchaser (together with its successors and assigns, “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).
SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • May 15th, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of January 31, 2018 (this “Amendment”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 3rd, 2021 • Colony Credit Real Estate, Inc. • Real estate investment trusts • Maryland
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is entered into as of April 30, 2021 (the “Effective Date”), by and between Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), and Colony Credit Real Estate, Inc., a Maryland corporation (the “Company”, and together with CCOC, the “Parties” and each individually, a “Party”).
BRIGHTSPIRE CAPITAL, INC.Performance Restricted Stock Unit Agreement • February 21st, 2024 • BrightSpire Capital, Inc. • Real estate investment trusts
BrightSpire Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by Bank of America Merrill Lynch, has granted (the “Grant”) performance-based Restricted Stock Units relating to shares of its Class A Common Stock, $0.01 par value per share (the “Stock”), to you as the Grantee, subject to the vesting and other conditions as set forth in the Grant (the “PSUs”). Additional terms and conditions of the Grant are set forth in the online acceptance form and this Amended and Restated Performance Restricted Stock Unit Agreement (collectively, the “Agreement”) and in the Company’s 2022 Equity Incentive Plan (as it has been or may be amended from time to time, the “Plan”). Each PSU is hereby granted in tandem with a corresponding Dividend Equivalent Right, as further described below.
ContractMaster Repurchase and Securities Contract • June 23rd, 2022 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
GUARANTYGuaranty • June 25th, 2018 • Colony Credit Real Estate, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of June 19, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), made by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of GOLDMAN SACHS BANK USA, a New York State member bank (“Purchaser”).
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2021 • Colony Credit Real Estate, Inc. • Real estate investment trusts • New York
THIS AMENDED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 30, 2021 (the “Effective Date”), is made by and between CLNC US, LLC., a Delaware limited liability company (“CLNC”), and Michael Mazzei (the “Executive”). CLNC, together with its affiliates is hereinafter referred to as the “Company” and where the context permits, references to “the Company” shall include the Company and any successor to the Company.
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • May 15th, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of January 31, 2018 (this “Amendment”), by and between DB LOAN NT-II, LLC, a Delaware limited liability company (“Master Seller”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”), and acknowledged and agreed to by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Sponsor”), and DB LOAN MEMBER NT-II, LLC, a Delaware limited liability company (“Member”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Repurchase Agreement (as hereinafter defined).
SECOND AMENDMENT TO GUARANTYColony Credit Real Estate, Inc. • April 19th, 2021 • Real estate investment trusts • New York
SECOND AMENDMENT TO GUARANTY, dated as of April 14, 2021 (this “Amendment”), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and CITIBANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as hereinafter defined).
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • March 23rd, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of June 30, 2014 (this “Amendment”), by and among CB LOAN NT-II, LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (“Buyer”), and acknowledged and agreed to by NORTHSTAR REAL ESTATE INCOME II, INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • June 6th, 2022 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of June 1, 2022 (this “Amendment”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”), and BRIGHTSPIRE CREDIT 7, LLC (formerly known as CLNC CREDIT 7, LLC), a limited liability company organized under the laws of the State of Delaware (“Seller”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • May 5th, 2022 • BrightSpire Capital, Inc. • Real estate investment trusts • New York
This SUPPLEMENTAL INDENTURE NO. 1, dated as of July 20, 2021 (this “Supplemental Indenture”), by and among CLNC 2019-FL1, Ltd., as issuer (the “Issuer”), CLNC 2019-FL1, LLC, as co-issuer (the “Co-Issuer”), BrightSpire Capital Advancing Agent, LLC (f/k/a CLNC Advancing Agent, LLC), as advancing agent (the “Advancing Agent”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), U.S. Bank National Association, as note administrator (in such capacity, the “Note Administrator”) and U.S. Bank National Association, as custodian (in such capacity, the “Custodian”), amends the Indenture, dated as of October 22, 2019 (the “Indenture”), by and among the Issuer, the Co-Issuer, the Trustee, the Note Administrator and the Advancing Agent.
BRIGHTSPIRE CAPITAL, INC.Equity Incentive Plan • May 3rd, 2023 • BrightSpire Capital, Inc. • Real estate investment trusts
BrightSpire Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by Bank of America Merrill Lynch, has granted (the “Grant”) shares of its Class A Common Stock, $0.01 par value per share (the “Stock”), to you as the Grantee, subject to the vesting and other conditions as set forth in the Grant (the “Restricted Stock”). Additional terms and conditions of the Grant are set forth in the online acceptance form and this Restricted Stock Agreement (collectively, the “Agreement”) and in the Company’s 2022 Equity Incentive Plan (as it has been or may be amended from time to time, the “Plan”).
FIRST AMENDMENT TO GUARANTYColony Credit Real Estate, Inc. • May 8th, 2020 • Real estate investment trusts • New York
FIRST AMENDMENT TO GUARANTY, dated as of May 7, 2020 (this “Amendment”), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and CITIBANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as hereinafter defined).
AMENDMENT TO GUARANTEE AGREEMENTGuarantee Agreement • May 8th, 2020 • Colony Credit Real Estate, Inc. • Real estate investment trusts • New York
AMENDMENT TO GUARANTEE AGREEMENT, dated as of May 7, 2020 (this “Amendment”), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as hereinafter defined).
GUARANTYGuaranty • May 2nd, 2018 • Colony NorthStar Credit Real Estate, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of April 26, 2018 (this “Guaranty”), made by CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”).
