ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, NSAM J-NSII LTD AND NORTHSTAR ASSET MANAGEMENT GROUP INC.Advisory Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of June 30, 2014, and effective as of the date that the Proposed Spin-off (as defined below) is completed (the “Effective Date”), is entered into by and among NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Operating Partnership II, LP, a Delaware limited partnership (the “Operating Partnership”), NSAM J-NSII Ltd, an Isle of Jersey limited company (the “Advisor”) and, solely in connection with the obligations set forth in Section 13, NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 10th, 2015 • NorthStar Asset Management Group Inc. • Real estate • New York
This Amended and Restated Executive Employment Agreement (the “Agreement”) by and between David T. Hamamoto (“Executive”) and NorthStar Asset Management Group Inc. (the “Company”), dated August 5, 2015, shall be effective as of August 5, 2015 (the “Amendment Effective Date”), and shall amend and restate the Executive Employment Agreement by and among Executive, the Company and NorthStar Realty Finance Corp. (“NRF”) dated June 30, 2014 (the “Prior Agreement”), which was effective as of June 30, 2014 (the “Effective Date”).
TERM LOAN CREDIT AGREEMENT dated as of January 29, 2016, among NORTHSTAR ASSET MANAGEMENT GROUP INC., as Parent, NSAM LP, as Borrower, The Lenders Party Hereto andTerm Loan Credit Agreement • February 2nd, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York
TERM LOAN CREDIT AGREEMENT dated as of January 29, 2016 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among NSAM LP, a Delaware limited partnership (the “Borrower”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Parent”), the LENDERS party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
ContractAsset Management Agreement • November 3rd, 2015 • NorthStar Asset Management Group Inc. • Real estate • New York
THIS AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT (the “Agreement”), dated as of October 31, 2015, is entered into by and between NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“NRF”), and NSAM J-NRF 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.
ContractAsset Management Agreement • November 3rd, 2015 • NorthStar Asset Management Group Inc. • Real estate • 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.
ContractCredit Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
Dated as of June 30, 2014 NORTHSTAR ASSET MANAGEMENT GROUP INC., as Borrower and NORTHSTAR REALTY FINANCE CORP.as Lender CREDIT AGREEMENT
LOAN ORIGINATION SERVICES AGREEMENTLoan Origination Services Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
LOAN ORIGINATION SERVICES AGREEMENT, dated as of June 30, 2014, by and between NSAM US LLC, a Delaware limited liability company (“NSAM”), and NorthStar Realty Finance Corp., a Maryland corporation (“NorthStar Realty”).
SEPARATION AGREEMENTSeparation Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of June 30, 2014, by and between NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), and NorthStar Realty Finance Corp., a Maryland corporation ( “NorthStar Realty” and, together with NSAM, each, a “Party” and collectively, the “Parties”).
TAX DISAFFILIATION AGREEMENTTax Disaffiliation Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
TAX DISAFFILIATION AGREEMENT (this “Agreement”) entered into as of June 30, 2014, by and between NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“NSAM”), and NORTHSTAR REALTY FINANCE CORP., a Maryland corporation ( “NorthStar Realty”).
CONTRIBUTION AGREEMENTContribution Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 30, 2014, by and between NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), and NRFC Sub-REIT Corp., a Maryland corporation (“Sub-REIT”).
MASTER GUARANTEE AGREEMENT dated as of January 29, 2016, among NORTHSTAR ASSET MANAGEMENT GROUP INC. THE OTHER GUARANTORS PARTY HERETO and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentMaster Guarantee Agreement • February 2nd, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York
MASTER GUARANTEE AGREEMENT dated as of January 29, 2016 (this “Agreement”), among NORTHSTAR ASSET MANAGEMENT GROUP INC., the other GUARANTORS from time to time party hereto (the “Guarantors”) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, on behalf of itself and the other Secured Parties.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 8th, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 2, 2016, by and among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“Sirius”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Polaris”), and each of the persons listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
AGREEMENTMerger Agreement • June 8th, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York
This AGREEMENT (this “Agreement”) is made and entered into as of June 2 2016, by and between NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“Sirius”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Polaris”) and NSAM J-NRF LTD, a Jersey limited company and a Subsidiary of Polaris (“Asset Manager”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.” Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
REVOLVING BRIDGE CREDIT AGREEMENT dated as of November 16, 2015, among NORTHSTAR ASSET MANAGEMENT GROUP INC., as Parent, NSAM LP, as Borrower, The Lenders Party Hereto andRevolving Bridge Credit Agreement • November 19th, 2015 • NorthStar Asset Management Group Inc. • Real estate • New York
REVOLVING BRIDGE CREDIT AGREEMENT dated as of November 16, 2015 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among NSAM LP, a Delaware limited partnership (the “Borrower”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Parent”), the LENDERS party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
SECURITIES PURCHASE AGREEMENT by and among TOWNSEND HOLDINGS LLC, NORTHSTAR ASSET MANAGEMENT GROUP INC., SINCLAIR GROUP, INC., GTCR PARTNERS X/B LP, GTCR FUND X/C LP, THE INDIVIDUALS LISTED ON SCHEDULE A, TOWNSEND ACQUISITION LLC, AND GTCR/AAM BLOCKER...Securities Purchase Agreement • October 21st, 2015 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 15, 2015, is made by and among Townsend Holdings LLC, a Delaware limited liability company (the "Company"), NorthStar Asset Management Group Inc., a Delaware corporation (the "Purchaser"), Sinclair Group, Inc., an Ohio corporation ("Sinclair"), GTCR Partners X/B LP, a Delaware limited partnership ("GTCR X/B"), GTCR Fund X/C LP, a Delaware limited partnership (the "Blocker Seller"), the individuals listed on Schedule A (the "Management Sellers"), Townsend Acquisition LLC, a Delaware limited liability company, on behalf of itself ("Townsend Acquisition" and together with Sinclair, GTCR X/B, the Blocker Seller and the Management Sellers, the "Sellers"), and, in its capacity as designated agent and representative of the Sellers (in such capacity, the "Representative"), and GTCR/AAM Blocker Corp., a Delaware corporation (the "Blocker Corp"). Capitalized terms used and not otherwise defined herein have the meanings se
NorthStar Asset Management Group, Inc. October 13, 2016Letter Agreement • October 17th, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • January 15th, 2015 • NorthStar Asset Management Group Inc. • Real estate • Delaware
Business: means the business of the Company Entities as of the Effective Date. As of the Effective, Date, the business of the Company Entities consists of providing management and operational services to so-called “select service hotels,” “extended stay hotels” and similar type hotels located in the United States.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AHI NEWCO, LLC a Delaware Limited Liability Company Dated as of December 8, 2014Limited Liability Company Agreement • March 2nd, 2015 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of this 8th day of December, 2014 (the “Effective Date”), of AHI NEWCO, LLC, a Delaware limited liability company (the “Company”), is entered into by (i) PLATFORM HEALTHCARE INVESTOR T-II, LLC, a Delaware limited liability company (“NSAM Member”), having an office at 399 Park Avenue, 18th Floor, New York, New York 10022, (ii) AMERICAN HEALTHCARE INVESTORS LLC, a Delaware limited liability company (“AHI Member”), (iii) FLAHERTY TRUST, dated September 25, 1997, as amended (“Flaherty Member”, and collectively with NSAM Member and AHI Member, the “Initial Members”), having an office at 18191 Von Karman Ave, Suite 300, Irvine, CA 92612, and any members admitted to the Company after the date hereof (the “Additional Members,” and with the Initial Members, collectively, the “Members”), (iv) solely with respect to Sections 5.7, 5.8, 6.7, 7.1(d), 7.4(e), and 7.5(c), Jeffrey T. Hanson, Danny Prosky and Mathieu B. Streiff and (
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 29th, 2016 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated January 15, 2016 (this “Amendment”), is made by and among Townsend Holdings, LLC, a Delaware limited liability company (the "Company"), NorthStar Asset Management Group Inc., a Delaware corporation (the "Purchaser"), and Townsend Acquisition LLC, a Delaware limited liability company (in such capacity, the "Representative"). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Purchase Agreement (as hereinafter defined).
NorthStar Asset Management Group, Inc.Letter Agreement • October 17th, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York
UNIT PURCHASE AGREEMENT by and among American Healthcare Investors LLC, HC AHI Holding Company, LLC, AHI Newco, LLC, Platform HealthCare Investor T-II, LLC, NorthStar Asset Management Group Inc. and the Principals Dated as of November 5, 2014Unit Purchase Agreement • November 10th, 2014 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS UNIT PURCHASE AGREEMENT, dated as of November 5, 2014 (this “Agreement”), is by and among PLATFORM HEALTHCARE INVESTOR T-II, LLC, a Delaware limited liability company (the “Purchaser”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation and ultimate parent company of Purchaser (“NSAM”), American Healthcare Investors LLC, a Delaware limited liability company (the “AHI Seller”), HC AHI Holding Company, LLC, a Delaware limited liability company (the “Second Seller” and together with the AHI Seller, the “Sellers”), AHI NEWCO, LLC, a Delaware limited liability company (the “Company”), Jeffrey T. Hanson, Danny Prosky and Mathieu B. Streiff (each, a “Principal” and collectively, the “Principals”). Unless otherwise defined in this Agreement or the context clearly requires otherwise, all capitalized terms in this Agreement shall have the meanings given to them in Annex I to this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 18th, 2014 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of , 2014 by and between NorthStar Asset Management Group Inc., a Delaware corporation (the “Company”), and [insert name of director or officer] (the “Indemnitee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ISLAND HOSPITALITY JOINT VENTURE, LLC a Delaware Limited Liability Company Dated as of January 9, 2015Limited Liability Company Agreement • January 15th, 2015 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF ISLAND HOSPITALITY JOINT VENTURE, LLC dated as of January 9, 2015, is entered into by PLATFORM HOSPITALITY INVESTOR T-II, LLC, a Delaware limited liability company and ISLAND JV MEMBER INC., a Florida corporation. Unless otherwise defined herein or the context clearly requires otherwise, capitalized terms used in this Agreement shall have the meanings given to them on Annex I.
TOWNSEND HOLDINGS LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 2nd, 2016 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of January 14, 2016 and effective as of the Closing, is entered into by and among Townsend Holdings LLC, a Delaware limited liability company (the "Company"), the Unitholders and, solely with respect to its obligations under Section 8.5, NorthStar Asset Management Group Inc. As used herein “as of the date hereof” shall mean as of the date of the Closing.
AGREEMENT OF LIMITED PARTNERSHIP OF NSAM LPLimited Partnership Agreement • March 19th, 2015 • NorthStar Asset Management Group Inc. • Real estate • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF NSAM LP, dated as of March 13, 2015 is entered into by and among NorthStar Asset Management Group Inc., a Delaware corporation (the “Company”), as the General Partner and a Limited Partner, and the limited partners that are a party hereto from time to time.
