FIRST AMENDMENT TO CREDIT AGREEMENT AND NEW LENDER JOINDER AGREEMENTCredit Agreement • March 13th, 2018 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
FIRST AMENDMENT TO CREDIT AGREEMENT AND NEW LENDER JOINDER AGREEMENT, dated as of March 9, 2018 (this “Agreement”), among NORTHSTAR REALTY EUROPE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), NORTHSTAR REALTY EUROPE CORP., a Maryland corporation (“Holdings”), the Lenders party hereto, and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 20____, by and between NorthStar Realty Europe Corp., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
ContractAsset Management Agreement • November 3rd, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
THIS ASSET MANAGEMENT AGREEMENT (the “Agreement”), dated as of October 31, 2015, is entered into by and between NORTHSTAR REALTY EUROPE CORP., a Maryland corporation (“NRE”), and NSAM J-NRE 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.
SEPARATION AGREEMENTSeparation Agreement • November 3rd, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
SEPARATION AGREEMENT, dated as of October 31, 2015, by and between NorthStar Realty Europe Corp., a Maryland corporation (“NRE”), and NorthStar Realty Finance Corp., a Maryland corporation (together with its permitted successors and assigns, “NRF”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractAsset Management Agreement • March 13th, 2018 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT (the “Agreement”), dated as of November 9, 2017, is entered into by and between NORTHSTAR REALTY EUROPE CORP., a Maryland corporation (“NRE”), and CNI NRE ADVISORS, LLC, a Delaware limited liability company (“Asset Manager”). Each capitalized term used in this Agreement shall have the meaning ascribed to such term in Schedule A.
CONTRIBUTION AGREEMENTContribution Agreement • November 3rd, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2015, by and between NorthStar Realty Europe Corp., a Maryland corporation (“NRE”), and NorthStar Realty Finance Corp., a Maryland corporation (“NRE”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENTAsset • November 8th, 2018 • NorthStar Realty Europe Corp. • Real estate investment trusts
This amendment (this “Amendment”), dated as of November 7, 2018 hereby amends the Amended and Restated Asset Management Agreement dated as of November 9, 2017 (the “Asset Management Agreement”) by and between NorthStar Realty Europe Corp., a Maryland corporation (“NRE”), and CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”). Each capitalized term used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such term in the Asset Management Agreement.
Amendment and Restatement Agreement of 20 July 2015 to the Loan Agreement in the amount of up to EUR 248,000,000 of 25 September 2014Loan Agreement • October 9th, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts
NORTHSTAR REALTY EUROPE CORP. Fully and Unconditionally Guaranteed by NORTHSTAR REALTY FINANCE CORP. and NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP PURCHASE AGREEMENTPurchase Agreement • August 20th, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY EUROPE LIMITED PARTNERSHIPNorthStar Realty Europe Corp. • November 3rd, 2015 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY EUROPE LIMITED PARTNERSHIP, dated as of October 31, 2015 is entered into by and among NorthStar Realty Europe Corp., a Maryland corporation (the “Company”), as the General Partner and a Limited Partner, and the limited partners that are a party hereto from time to time.
CONTENTSUmbrella Sale and Purchase Agreement • September 29th, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts
SEB-GER is management company (Kapitalverwaltungsgesellschaft) of, inter alia, the German open-ended real estate investment funds SEB ImmoInvest, SEB ImmoPortfolio Target Return Fund and SEB Global Property Fund (together hereinafter referred to as “Funds” and individually as a “Fund”) and, therefore, acting on the account of the Funds.
EMPLOYEE TRANSITION AGREEMENTEmployee Transition Agreement • August 7th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
This EMPLOYEE TRANSITION AGREEMENT (as amended, restated, updated or modified from time to time, this “Agreement”), dated as of April 23, 2019 is entered into by and among CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”), Colony Capital Operating Company LLC, a Delaware limited liability company (the “Asset Manager Parent”, and together with Asset Manager, the “Asset Manager Parties”), and NorthStar Realty Europe Corp., a Maryland corporation (the “Company” and together with the Asset Manager Parties, the “Parties”).
DUKES COURT-T (UK), LLCAgreement • September 29th, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts • England
Land Registry Forms DS1 The Royal Bank of Scotland International Limited releasing the charges dated 10 May 2005 and 29 December 2005 in favour of The Royal Bank of Scotland International Limited registered under title number SY668453 together with associated forms RX4.
AMENDMENT NO. 2 TO AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENTManagement Agreement • August 7th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts
This Amendment No. 2 (this “Amendment”), dated as of April 23, 2019 hereby amends the Amended and Restated Asset Management Agreement dated as of November 9, 2017 (the “Asset Management Agreement”) by and between NorthStar Realty Europe Corp., a Maryland corporation (“NRE”), and CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”), as amended by Amendment No. 1 to the Asset Management Agreement, dated as of November 7, 2018. Each capitalized term used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such term in the Asset Management Agreement.
DATED 5 SEPTEMBER 2017NorthStar Realty Europe Corp. • September 11th, 2017 • Real estate investment trusts
A On 1 April 2015, (1) Prime Holdco C-T S à r.l. as Company, (2) the companies listed in part 1 of schedule 1 to it as Original Borrowers, (3) the companies listed in part 2 of schedule 1 to it as Original Guarantors, (4) Aareal Bank AG as Arranger, (5) Aareal Bank AG as Original Lender, (6) Aareal Bank AG as Agent, (7) Aareal Bank AG as the Security Agent and (8) Capita Trust Company Limited as English Security Agent entered into a €478,572,083 term loan facility agreement which was subsequently amended and restated on 1 July 2015 (pursuant to which the term loans available were increased to €578,572,083) which was subsequently amended in a letter dated 23 July 2015 addressed to (1) Prime Holdco C-T S à
ContractSecond Amendment Agreement • August 5th, 2016 • NorthStar Realty Europe Corp. • Real estate investment trusts
Second Amendment Agreement of 21 June 2016 to the Loan Agreement in the amount of up to EUR 330,000,000 (originally dated 25 September 2014 and amended by an Amendment and Restatement Agreement dated 20 July 2015)
FORM OF CONTRIBUTION AGREEMENTForm of Contribution Agreement • October 9th, 2015 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of __________, 2015, by and between NorthStar Realty Europe Corp., a Maryland corporation (“NRE”), and NorthStar Realty Finance Corp., a Maryland corporation (“NRE”).
AGREEMENT AND PLAN OF MERGER dated July 3, 2019 among CORE PANEURO 2019 13 S.À.R.L., NIGHTHAWK MERGER SUB LLC, NORTHSTAR REALTY EUROPE CORP., NORTHSTAR REALTY EUROPE LIMITED PARTNERSHIP and NIGHTHAWK PARTNERSHIP MERGER SUB LLCAgreement and Plan of Merger • July 8th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated July 3, 2019 (this “Agreement”), among (i) CoRE PANEURO 2019 13 S.à.r.l., a Luxembourg S.á.r.l. (“Parent”), (ii) Nighthawk Merger Sub LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) NorthStar Realty Europe Corp., a Maryland corporation (the “Company”), (iv) NorthStar Realty Europe Limited Partnership, a Delaware limited partnership and whose sole general partner is the Company (the “Partnership”), and (v) Nighthawk Partnership Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Partnership Merger Sub”).
October 12, 2016Letter Agreement • November 10th, 2016 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
REIMBURSEMENT AGREEMENTReimbursement Agreement • August 8th, 2017 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
This Reimbursement Agreement (this “Reimbursement Agreement”) between NorthStar Realty Europe Corp., a Maryland corporation (“NRE”), and CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”), as successor to NSAM J-NRE Ltd, a Jersey limited company (the “Original Asset Manager”), to that certain Asset Management Agreement, dated as of October 31, 2015, by and between NRE and the Original Asset Manager (the “Asset Management Agreement”), is dated as of June 30, 2017.
NORTHSTAR REALTY EUROPE CORP., as the Issuer, and NORTHSTAR REALTY FINANCE CORP. and NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, as the Guarantors, to WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Trustee Indenture Dated as of July 1, 2015 4.625%...NorthStar Realty Europe Corp. • August 20th, 2015 • Real estate investment trusts • New York
INDENTURE, dated as of July 1, 2015, among NORTHSTAR REALTY EUROPE CORP., a corporation duly organized and existing under the laws of the State of Maryland (herein called the “Company”), having its principal office at 399 Park Avenue, 18th Floor, New York, New York 10022, NORTHSTAR REALTY FINANCE CORP., a corporation duly organized and existing under the laws of the State of Maryland (herein called “NRF”), having its principal office at 399 Park Avenue, 18th Floor, New York, New York 10022, NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of the State of Delaware (herein called “NRF Operating Partnership” and, together with NRF, the “Guarantors” and each a “Guarantor”) having its principal office at 399 Park Avenue, 18th Floor, New York, NY 10022, and Wilmington Trust, National Association, a national banking association having its corporate trust office at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, as
TRANSITION AGREEMENTTransition Agreement • August 7th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York
This TRANSITION AGREEMENT (as amended, restated, updated or modified from time to time, this “Agreement”), dated as of April 23, 2019 is entered into by and among CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”), Colony Capital Operating Company LLC, a Delaware limited liability company (the “Asset Manager Parent”, and together with Asset Manager, the “Asset Manager Parties”) and NorthStar Realty Europe Corp., a Maryland corporation (the “Company” and together with the Asset Manager Parties, the “Parties”).
