11.50% EXCHANGEABLE SENIOR NOTES DUE 2013 INDENTURE DATED AS OF MAY 28, 2008 NORTHSTAR REALTY FINANCE CORP., NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, and NRFC SUB-REIT CORP., as Guarantors, WILMINGTON TRUST COMPANY, as TrusteeRegistration Rights Agreement • May 28th, 2008 • Northstar Realty • Real estate investment trusts • New York
THIS INDENTURE dated as of May 28, 2008 is by and among NRFC NNN Holdings, LLC, a Delaware limited liability company (the “Issuer”), NorthStar Realty Finance Corp., a Maryland corporation (“NRF”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (“NRF LP”) and NRFC Sub-REIT Corp., a Maryland corporation (“Sub-REIT”), as Guarantors (each of NRF, NRF LP and Sub-REIT, a “Guarantor” and, together, the “Guarantors”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the “Trustee”).
GUARANTEENorthstar Realty • May 28th, 2008 • Real estate investment trusts
For value received, each of NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and NRFC Sub-REIT Corp. (each a “Guarantor” and together the “Guarantors”) hereby fully and unconditionally guarantees the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the NRFC NNN Holdings, LLC (the “Issuer”) under the Indenture or the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 13 of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article 13 of the Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the In
