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
NORTHSTAR REALTY FINANCE CORP. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • November 5th, 2009 • Northstar Realty • Real estate investment trusts • New York
THIS IS TO CERTIFY that WACHOVIA 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 $8.60 per share (the “Exercise Price”), at any time after October 28, 2010 (the “Commencement Date”) and expiring on October 28, 2020 (the “Expiration Date”), 250,000 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 250,000 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 issued under and in connection with that certain First Amended and Restated Credit Agreeme
FIRST AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • November 5th, 2009 • Northstar Realty • Real estate investment trusts • New York
THIS FIRST AMENDED AND RESTATED GUARANTY AGREEMENT (as amended, modified, waived, supplemented, extended, restated or replaced from time to time, this “Guaranty”), is made as of the 28th day of October, 2009, by 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 partnership (together with its successors and permitted assigns, “Northstar LP”, as a guarantor, and, together with NorthStar Corp, the “Guarantor”), for the benefit of the several banks and other financial institutions as are, or may from time to time become parties to the Credit Agreement (as defined below) (each, together with its successors and assigns, a “Lender” and, collectively, the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, together with its successors and assigns, the “
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 5th, 2009 • Northstar Realty • Real estate investment trusts • New York
THIS NOTE PURCHASE AGREEMENT, dated as of March 29, 2007 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Agreement”), is entered into between NRF—REINDEER LTD., a Cayman Islands exempted limited liability company (together with its successors and permitted assigns, the “Seller”) and WACHOVIA BANK, N.A. (LONDON BRANCH) (together with its successors and assigns, the “Purchaser”). Capitalized terms used herein but not defined herein shall have the respective meanings given to such terms in Exhibit A attached hereto.
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND REPURCHASE DOCUMENTS (Wachovia/NRF-Reindeer Ltd.)Note Purchase Agreement • November 5th, 2009 • Northstar Realty • Real estate investment trusts
THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of October 28, 2009 (this “Amendment No. 2”), is entered into by and among NRF—REINDEER LTD., a Cayman Islands exempted limited liability company, as the seller (together with its successors and permitted assigns, the “Seller”), NORTHSTAR REALTY FINANCE CORP., a Maryland corporation, as the guarantor (together with its successors and permitted assigns, the “Guarantor”), and WACHOVIA BANK, N.A. (LONDON BRANCH), as the purchaser (together with its successors and assigns, the “Purchaser”), and consented and agreed to by NRFC LUXEMBOURG HOLDINGS I S.À R.L. (together with its successors and permitted assigns, “NRFC Luxembourg”) and NRFC SUB-REIT CORP., as the pledgor (together with its successors and permitted assigns, the “Pledgor”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement (as defined below).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND REPURCHASE DOCUMENTS (Wachovia/NRF—Reindeer Ltd.)Note Purchase Agreement • November 5th, 2009 • Northstar Realty • Real estate investment trusts
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of November 6, 2007 (this “Amendment No. 1”), is entered into by and among NRF—REINDEER LTD., a Cayman Islands exempted limited liability company, as the seller (together with its successors and permitted assigns, the “Seller”), NORTHSTAR REALTY FINANCE CORP., a Maryland corporation, as the guarantor (together with its successors and permitted assigns, the “Guarantor”) and WACHOVIA BANK, N.A. (LONDON BRANCH), as the purchaser (together with its successors and assigns, the “Purchaser”) and consented to by NRFC LUXEMBOURG HOLDINGS I S.À R.L. (together with its successors and permitted assigns, “NRFC Luxembourg”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).
