COLONY FINANCIAL, INC. (a Maryland corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2013 • Colony Financial, Inc. • Real estate investment trusts • New York
Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of December 7, 2007Indenture • April 10th, 2013 • Colony Financial, Inc. • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2015 • Colony Financial, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of August 5, 2014, by and among Colony Financial, Inc., a Maryland corporation (the “Company” or the “Indemnitor”), and Nancy Curtin, a non-executive independent director (the “Indemnitee”).
COLONY FINANCIAL, INC. (a Maryland corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
COLONY FINANCIAL, INC. (a Maryland corporation) 13,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 8th, 2013 • Colony Financial, Inc. • Real estate investment trusts • California
This SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Second Restated Management Agreement”), dated as of March 6, 2013, is made and entered into by and among COLONY FINANCIAL, INC., a Maryland corporation (the “Company”), COLONY FINANCIAL TRS, LLC, a Delaware limited liability company (the “TRS”) and COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”).
UNCOMMITTED MASTER REPURCHASE AGREEMENT Dated as of February 5, 2014 between CMC LOAN FUNDING A, LLC, as Seller, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as BuyerMaster Repurchase Agreement • February 10th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of February 5, 2014 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States (“Buyer”) and CMC LOAN FUNDING A, LLC, a Delaware limited liability company (“Seller”).
MAY 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND MORGAN STANLEY & CO. LLC AS AGENT EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 22nd, 2015 • Colony Capital, Inc. • Real estate investment trusts • New York
COLONY CAPITAL, INC., a corporation organized under the laws of Maryland (the “Company”), and COLONY CAPITAL OPERATING COMPANY, LLC, a limited liability company formed under the laws of the state of Delaware (the “Operating Partnership”), each confirms its agreement (this “Agreement”) with Morgan Stanley & Co. LLC (the “Agent”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2015 • Colony Financial, Inc. • Real estate investment trusts • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 16, 2015, is made by and between Colony Financial, Inc., a Maryland corporation (“CFI”), and Kevin Traenkle (the “Executive”). CFI, together with its subsidiaries 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.
COLONY FINANCIAL, INC. (a Maryland corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2013 • Colony Financial, Inc. • Real estate investment trusts • New York
SECOND AMENDMENTCredit Agreement • December 16th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
This Second Amendment, dated as of December 12, 2014 (this “Amendment”), to the Credit Agreement dated as of August 6, 2013 (as amended by the First Amendment, dated as of January 29, 2014, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among COLONY FINANCIAL, INC. (the “Borrower”), 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”).
AMENDED AND RESTATED SECONDMENT AGREEMENTSecondment Agreement • March 26th, 2012 • Colony Financial, Inc. • Real estate investment trusts • California
WARRANT TO PURCHASE 3,356,000 SHARES OF COMMON STOCKWarrant Agreement • April 25th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York
THIS CERTIFIES THAT, for value received, CDCF II GNE Holding, LLC (together with its transferees, “Holder”), is entitled to subscribe for and purchase Three Million Three Hundred and Fifty Six Thousand (3,356,000) shares (the “Warrant Shares”) of fully paid and nonassessable $0.01 par value per share Common Stock (the “Common Stock”) of Grubbs & Ellis Company, a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed in Section 17 hereof.
COLONY FINANCIAL, INC. (a Maryland corporation)Underwriting Agreement • June 17th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
Colony Financial, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Barclays Capital Inc. (“Barclays”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Merrill Lynch and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal amount of the Company’s additional 3.875% Convertible Senior Notes due 2021 (the “Initial Securities”) set forth in Schedule A hereof and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase up to an additional $22,500,000 aggregate principal amount of the Company’s additional 3.875% Convertible Senior Notes due 2021 (the “Option S
CREDIT AGREEMENT among COLONY FINANCIAL, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of August 6, 2013 INCORPORATED, as Joint Lead Arrangers and Joint...Credit Agreement • August 8th, 2013 • Colony Financial, Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”), dated as of August 6, 2013, among Colony Financial, Inc., a Maryland corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2015 • Colony Capital, Inc. • Real estate investment trusts • Maryland
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 21, 2015, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (“Oakland”), for the benefit of the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.
COLONY FINANCIAL, INC.Non-Qualified Option Agreement • November 9th, 2011 • Colony Financial, Inc. • Real estate investment trusts
Colony Financial, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2011 Equity Incentive Plan (as amended from time to time, the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of September 29, 2009 by and between COLONY FINANCIAL, INC., a Maryland corporation (the “Company”), COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”) and the persons identified on Schedule A hereto (each an “Investor” and collectively the “Investors”).
REGISTRATION RIGHTS AGREEMENT Dated as of April 15, 2011 by and among GRUBBS & ELLIS COMPANY and THE PARTIES NAMED HEREINRegistration Rights Agreement • April 25th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 15, 2011 by and among Grubbs & Ellis Company, a Delaware corporation (the “Company”), and the initial holders of the Warrants listed on Schedule I attached hereto (each, an “Initial Holder” and collectively, the “Initial Holders”), who have acquired the Warrants pursuant to the Warrant Agreements (as defined below).
LICENSE AGREEMENTLicense Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • New York
This LICENSE AGREEMENT is made and entered into as of September 29, 2009 by and between NEW COLONY INVESTORS, LLC, a Delaware limited liability company (“Licensor”) and COLONY FINANCIAL, INC., a Maryland corporation (“Licensee”). Capitalized terms used but not defined herein have the meanings ascribed to such term in the Restructuring Agreement (as defined below).
AGREEMENT AND PLANS OF MERGER dated as of June 2, 2016 among NORTHSTAR REALTY FINANCE CORP., COLONY CAPITAL, INC., NORTHSTAR ASSET MANAGEMENT GROUP INC., NEW POLARIS INC., NEW SIRIUS INC., NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, SIRIUS MERGER...Merger Agreement • June 8th, 2016 • Colony Capital, Inc. • Real estate investment trusts • New York
AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this “Agreement”), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“Sirius”), COLONY CAPITAL, INC., a Maryland corporation (“Constellation”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Polaris”), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (“New Polaris”), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (“Sirius Sub”), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (“Sirius LP”), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (“New Sirius”) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (“New Sirius Sub”).
AMENDED AND RESTATED CREDIT AGREEMENT among COLONY CAPITAL OPERATING COMPANY, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of March 31, 2016 MERRILL LYNCH,...Credit Agreement • April 5th, 2016 • Colony Capital, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of March 31, 2016, among Colony Capital Operating Company, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent.
AMENDED AND RESTATED GUARANTEE AGREEMENTGuarantee Agreement • August 9th, 2016 • Colony Capital, Inc. • Real estate investment trusts • New York
Pursuant to that certain Master Repurchase Agreement, dated as of February 5, 2014 (as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of December 23, 2014, as further amended by that certain Joinder Agreement, also dated as of December 23, 2014, as further amended by that certain Amendment No. 2 to Master Repurchase Agreement, dated as of March 31, 2016, and as further amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and among Buyer and CMC Loan Funding A, LLC and CMC Loan Funding B, LLC (each a “Seller” and, collectively, “Sellers”), Sellers have agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a “Purchased Asset” and, collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated June 30, 2014 (as amended by that
AGREEMENT AND PLAN OF MERGER by and among STARWOOD WAYPOINT RESIDENTIAL TRUST, STARWOOD WAYPOINT RESIDENTIAL PARTNERSHIP, L.P., SWAY HOLDCO, LLC, COLONY AMERICAN HOMES, INC., CAH OPERATING PARTNERSHIP, L.P., COMPANY STOCKHOLDERS, COMPANY UNITHOLDERS...Merger Agreement • September 21st, 2015 • Colony Capital, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of September 21, 2015, is by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (“Parent”), SWAY Holdco, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Starwood Waypoint Residential Partnership, L.P., a Delaware limited partnership, (the “Parent Operating Partnership”), Colony American Homes, Inc., a Maryland corporation (“Company”), CAH Operating Partnership, L.P., a Delaware limited partnership (“Company Operating Partnership”), each holder of Company common stock prior to giving effect to the Company Reorganization (as defined below) (collectively, the “Company Stockholders”), each holder of Company operating partnership units prior to giving effect to the Company Reorganization (collectively, the “Company Unitholders”) and each holder of Company common stock after giving effect to the Company Reorganization
LIMITED GUARANTYLimited Guaranty • March 22nd, 2010 • Colony Financial, Inc. • Real estate investment trusts • New York
This LIMITED GUARANTY (the “Limited Guaranty”) is made as of October 21, 2009, by the first party listed on the signature pages hereto (“Guarantor”) in favor of Merrill Lynch Bank & Trust Co., F.S.B., a federally chartered savings bank (“Seller”). Reference is hereby made to the Purchase and Sale Agreement, dated as of the date hereof, together with any subsequent amendment or amendments thereto (the “Purchase Agreement”), by and among Seller, Bank of America, N.A., a national banking association (“Bank of America”), and Sequoia Acquisition, Inc., a California corporation (“Buyer”). Capitalized terms used but otherwise not defined herein have the meanings ascribed to them in the Purchase Agreement.
CREDIT AGREEMENT among GRUBB & ELLIS MANAGEMENT SERVICES, INC, as Borrower, GRUBB & ELLIS COMPANY, as Parent Guarantor, The Several Lenders from Time to Time Parties Hereto, and COLFIN GNE LOAN FUNDING, LLC, as Administrative Agent, Dated as of April...Credit Agreement • October 19th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 15, 2011, among GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”), GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”), the lenders from time to time parties to this Agreement (the “Lenders”), and COLFIN GNE LOAN FUNDING, LLC, as administrative agent.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 1, 2011 among COLONY FINANCIAL, INC., as a Borrower, and THE SUBSIDIARIES OF COLONY FINANCIAL, INC. PARTY HERETO, as Co-Borrowers BANK OF AMERICA, N.A., as Administrative Agent and The Other...Credit Agreement • September 8th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 1, 2011, among COLONY FINANCIAL, INC., a Maryland corporation (the “REIT”), CFI MEZZ FUNDING, LLC, a Delaware limited liability company (“CFI Mezz Funding”), CFI RE HOLDCO, LLC, a Delaware limited liability company (“CFI RE Holdco”), COLFIN ESH FUNDING, LLC, a Delaware limited liability company (“ColFin ESH Funding”), COLFIN 2100 FUNDING, LLC, a Delaware limited liability company (“ColFin 2100 Funding”), CFI CORAMERICA 2100 FUNDING, LLC, a Delaware limited liability company (“CFI CorAmerica”), CFI RE MASTERCO, LLC, a Delaware limited liability company (“Masterco”; and together with the REIT, CFI Mezz Funding, CFI RE Holdco, ColFin ESH Funding, ColFin 2100 Funding, CFI CorAmerica and any Operating Partnership (as defined below) that is formed after the Restatement Effective Date and becomes a co-borrower hereunder in accordance with Section 6.12(c), each a “Borrower” and collectively, the “Borrowers
ASSET PURCHASE AGREEMENT by and among COLFIN INDUSTRIAL HOLDINGS, LLC, COBALT INDUSTRIAL REIT, COBALT GP, LLC and COBALT INDUSTRIAL PARTNERS, L.P. Dated as of November 18, 2014Asset Purchase Agreement • November 20th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 18, 2014, by and among ColFin Industrial Holdings, LLC, a Delaware limited liability company (the “Buyer”), Cobalt Industrial REIT, a Texas real estate investment trust (the “Seller”), Cobalt GP, LLC, a Delaware limited liability company (“Cobalt GP”), and Cobalt Industrial Partners, L.P., a Texas limited partnership (“Cobalt Industrial” and together with Cobalt GP, the “Selling Subsidiaries”). Certain capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Article I below.
ASSET PURCHASE AGREEMENT by and among COLFIN INDUSTRIAL HOLDINGS, LLC, COBALT CAPITAL MANAGEMENT, L.P. and COBALT CAPITAL PARTNERS, L.P. Dated as of November 18, 2014Asset Purchase Agreement • November 20th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 18, 2014, by and among ColFin Industrial Holdings, LLC, a Delaware limited liability company (the “Buyer”), Cobalt Capital Partners, L.P., a Delaware limited partnership (“CCP”), and Cobalt Capital Management, L.P., a Texas limited partnership (“CCM”) (each of CCP and CCM, a “Seller” and collectively, the “Sellers”). Certain capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Article I below.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2009, by and among Colony Financial, Inc., a Maryland corporation (the “Company”), and the undersigned Investor (the “Investor”).
COLONY FINANCIAL, INC.Restricted Stock Agreement • November 9th, 2011 • Colony Financial, Inc. • Real estate investment trusts • Maryland
Colony Financial, Inc., a Maryland corporation (the “Company”), hereby grants its shares of common stock, par value $0.01 (“Restricted Stock”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2011 Equity Incentive Plan (as amended from time to time, the “Plan”).
COLONY CAPITAL, INC. (a Maryland corporation) 10,000,000 Shares of 7.125 % Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2015 • Colony Capital, Inc. • Real estate investment trusts • New York
COLONY FINANCIAL, INC. (a Maryland corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2012 • Colony Financial, Inc. • Real estate investment trusts • New York
Colony Financial, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”), with respect to the issue and sale by the Company and the purchase by the Underwriter of 7,000,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and with respect to the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 1,050,000 additional shares of Common Stock. The 7,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 1,050,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 19th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 2, dated as of October 16, 2011 (together with all exhibits and annexes hereto, this “Amendment”), to the Credit Agreement dated as of April 15, 2011 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 22, 2011, the “Credit Agreement”), by and among (1) GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”); (2) GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”); (3) the other guarantors party hereto (the “Guarantors” and, together with the Borrower and the Parent Guarantor, each a “Loan Party” and collectively, the “Loan Parties”); (4) each lender party thereto (collectively, the “Existing Lenders”); and (5) COLFIN GNE LOAN FUNDING, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2015 • Colony Financial, Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December 18, 2014 (this “Agreement”), by and between Colony Financial, Inc., a Maryland corporation (the “Company”), and Cobalt Capital Management, L.P., a Texas limited partnership (together with its permitted assigns, the “Shareholder”).
