EXECUTION VERSION
OMNIBUS AMENDMENT TO
REPURCHASE DOCUMENTS AND JOINDER
(WACHOVIA TRANSACTION WITH NRFC WA HOLDINGS, LLC)
THIS OMNIBUS AMENDMENT TO REPURCHASE DOCUMENTS AND JOINDER, dated as of
October 21, 2005 (this "Omnibus Amendment"), is entered into by and among NRFC
WA HOLDINGS, LLC ("NRFC"), as the existing seller (in such capacity, the
"Existing Seller"), NRFC WA HOLDINGS II, LLC, as a new Seller ("NFRC II" and,
collectively with the Existing Seller, the "Sellers"), WACHOVIA BANK, NATIONAL
ASSOCIATION, as the buyer (in such capacity, the "Buyer"), NORTHSTAR REALTY
FINANCE CORP., as the guarantor (the "Guarantor"), NRFC SUB-REIT CORP., as the
pledgor (the "Pledgor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the
custodian (in such capacity, the "Custodian"), WACHOVIA BANK, NATIONAL
ASSOCIATION, as the swap counterparty (in such capacity, the "Swap
Counterparty"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as the Bank under the
Account Agreement and the Securities Account Control Agreement (in such
capacity, the "Bank"). Capitalized terms used and not otherwise defined herein
shall have the meanings given to such terms in the Repurchase Agreement (as
defined below).
RECITALS
WHEREAS, the Existing Seller, the Guarantor and the Buyer are parties to
that certain Master Repurchase Agreement (including all annexes, exhibits and
schedules thereto), dated as of July 13, 2005, as amended by that certain First
Amendment to Master Repurchase Agreement, dated as of August 24, 2005
("Amendment No. 1"), that certain Second Amendment to Master Repurchase
Agreement, dated as of September 20, 2005 ("Amendment No. 2"), and that certain
Third Amendment to Master Repurchase Agreement, dated as of September 30, 2005
("Amendment No. 3") (as such Master Repurchase Agreement is amended, modified,
restated, replaced, waived, substituted, supplemented or extended from time to
time, including pursuant to Amendment Xx. 0, Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0
and this Omnibus Amendment, the "Repurchase Agreement");
WHEREAS, the parties desire (i) to add NRFC II as additional Seller under
the Repurchase Documents, (ii) for Pledgor to pledge 100% of the equity
interests in NRFC II to the Buyer pursuant to the Pledge and Security Agreement,
(iii) to provide for the simultaneous repurchase by the Existing Seller of the
Purchased Assets listed on Schedule B hereto (the "Specified Assets"), the
conveyance of such Specified Assets to NRFC II and the purchase of such
Specified Assets by the Buyer under and in accordance with the terms and
provisions of the
Repurchase Documents, and (iv) to make certain other related modifications to
the Repurchase Documents; and
WHEREAS, the Buyer is willing to modify the Repurchase Documents as
requested on the terms and conditions specified herein.
NOW THEREFORE, in consideration of the foregoing recitals, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1. CONSENT TO JOINDER AND TRANSFERS OF SPECIFIED ASSETS; RELATED
ACKNOWLEDGEMENTS AND AGREEMENTS.
(a) Subject to the terms of this Omnibus Amendment, including, but not
limited to, satisfaction in full of the requirements set forth in Section 5 of
this Omnibus Amendment, the Buyer consents to (i) the addition of NRFC II as a
Seller, to be jointly and severally liable with the Existing Seller under the
Repurchase Documents, and (ii) the following to occur simultaneously (in each
case subject to the Buyer's continuing Lien under the Repurchase Documents): (A)
the repurchase of the Specified Assets by the Existing Seller for the aggregate
outstanding Purchase Price for such Specified Assets, together with any accrued
and unpaid Price Differential and other amounts owed in connection therewith
(the principal amount thereof being referred to as the "Specified Assets
Purchase Price"), (B) the conveyance of the Specified Assets to NRFC II for a
purchase price no less than the Specified Assets Purchase Price, and (C) the
purchase of such Specified Assets by the Buyer for the Specified Assets Purchase
Price under and in accordance with the terms and provisions of the Repurchase
Documents. All parties acknowledge and agree that the Buyer's consent hereto
shall not be deemed a waiver of the Buyer's rights to prohibit or to refuse to
consent to future transfers, additions, substitutions, waivers or other matters
under Repurchase Documents.
(b) All parties to this Omnibus Amendment acknowledge, agree and confirm
that, upon execution of this Omnibus Amendment, (i) NRFC II shall be deemed to
be a party to, and a "Seller" under, the Repurchase Documents for all purposes,
(ii) the obligations and liabilities of each Seller under the Repurchase
Documents shall be joint and several, (iii) the Pledge and Security Agreement
shall now constitute a pledge of the Capital Stock of both Sellers, (iv) the
Guaranty shall now apply to and cover the Obligations of both Sellers, (v) each
Seller, the Guarantor, the Pledgor and the Custodian hereby acknowledge and
confirm that the Repurchase Agreement and all other Repurchase Documents are,
and upon NRFC II becoming a Seller, shall continue to be, valid, binding and
enforceable and in full force and effect, and (vi) NRFC II shall have all of the
rights, duties, obligations and liabilities of a Seller under the Repurchase
Documents, the same as if it had executed each of the Repurchase Documents, as a
Seller, mutatis mutandis.
(c) NRFC II hereby ratifies, as of the date hereof, and agrees to be bound
by, all of the terms, provisions, conditions, duties, obligations and
liabilities applicable to a Seller and contained in the Repurchase Documents
(including all exhibits, annexes, schedules and
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attachments thereto), mutatis mutandis, including, without limitation, (i) all
of the representations, warranties and certifications applicable to a Seller set
forth in the Repurchase Documents, which representations, warranties and
certifications NRFC II hereby makes as of the date hereof (and will make as of
each future date required by the Repurchase Documents) and hereby certifies that
such representations, warranties and certifications are true and correct in all
material respects as of the date of this Omnibus Amendment, (ii) all of the
duties, obligations, liabilities and affirmative and negative covenants
applicable to a Seller set forth in the applicable Repurchase Documents, (iii)
the indemnification provisions contained in the Repurchase Documents applicable
to a Seller, (iv) the obligation to pay within the time period specified in the
Repurchase Agreement any and all Margin Deficits with respect to any and all
Purchased Assets, and (v) all other terms, provisions, obligations, duties and
liabilities applicable to a Seller set forth in the applicable Repurchase
Documents.
(d) For the avoidance of doubt, (i) each of the Sellers hereby assigns,
pledges and grants a security interest in all of its right, title and interest
in, to and under the Purchased Items in favor of the Buyer (on behalf of the
Buyer and the Swap Counterparty) to secure, and each of the Sellers agrees to
pay, jointly and severally, the Obligations as and when due under the Repurchase
Documents, (ii) the Pledgor hereby assigns, pledges and grants a security
interest to the Buyer (on behalf of the Buyer and the Swap Counterparty) in all
of its right, title and interest in, to and under the Pledged Collateral (which
now includes, but is not limited to, the Equity Interests in both Sellers) to
secure payment of the Pledged Obligations, which includes the Obligations of
both Sellers, and (iii) the Guarantor acknowledges and agrees that the Guarantee
Obligations and the Guarantee Indebtedness now include, but are not limited to,
the Obligations and Indebtedness of both Sellers and the Pledgor.
(e) NRFC II acknowledges and confirms that it has received a copy of each
and every Repurchase Document and the schedules, annexes, exhibits and
attachments thereto.
(f) NRFC II's address for notice purposes under the Repurchase Documents
shall be the address set forth on the signature page of NRFC II hereto.
(g) The Sellers, the Guarantor and the Pledgor acknowledge and agree that
the joinder of NRFC II and the amendments set forth in this Omnibus Amendment do
not and shall not release, reduce, diminish, impair or adversely affect the
obligations of such parties under the Repurchase Documents.
(h) In connection with the repurchase of the Specified Assets by the
Existing Seller, the conveyance of such Specified Assets to NRFC II and the sale
of such Specified Assets to the Buyer under and in accordance with the terms of
the Repurchase Documents, the Sellers and the Buyer agree as follows with
respect to the flow of funds from the foregoing purchases and sales of the
Specified assets: (i) NRFC II hereby directs the Buyer to pay the Specified
Assets Purchase Price for the purchase of the Specified Assets by the Buyer from
NRFC II to the Existing Seller in order for NRFC II to purchase the Specified
Assets from the Existing Seller and (ii) the Existing Seller hereby directs the
payment of the Specified Assets Purchase Price to the Buyer for the repurchase
of such Specified Assets by the Existing Seller from the Buyer.
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(i) Each of the Sellers, the Guarantor, the Pledgor and the Custodian
agrees that at any time and from time to time, upon the written request of the
Buyer, it will execute and deliver such further documents and do such further
acts as the Buyer may reasonably request in order to carry out the purposes and
intent of this Omnibus Amendment.
SECTION 2. OTHER RELATED AMENDMENTS TO REPURCHASE DOCUMENTS.
(a) The term "Seller," as used in each of the Repurchase Documents, is
hereby amended to refer to NRFC WA Holdings, LLC, a Delaware limited liability
company (together with its successors and permitted assigns), and NRFC WA
Holdings II, LLC, a Delaware limited liability company (together with its
successors and permitted assigns), individually and collectively as the context
requires, each jointly and severally liable under the Repurchase Documents.
(b) The term "Obligations," as used in each of the Repurchase Documents,
shall include all Obligations of each Seller, jointly and severally, under the
Repurchase Agreement and under each other Repurchase Document.
(c) The third to the last sentence of Paragraph 6(a)(ii) of Annex I to the
Repurchase Agreement is amended and restated as follows:
"For the avoidance of doubt and not by way of limitation of the
foregoing, (A) each Purchased Item, including all Income related
thereto, secures the obligations of both Sellers with respect to all
other Transactions and the obligations with respect to all other
Purchased Items, including those Purchased Assets that are junior in
priority to the Purchased Item in question, (B) an Event of Default by
either Seller is a default by both Sellers and the Buyer may pursue
its remedies in connection therewith against any of the Purchased
Items and/or against the assets and Properties of either or both
Sellers, and (C) if an Event of Default has occurred and is
continuing, no Purchased Item will be released from the Buyer's Lien
or transferred to the Sellers until the Obligations are indefeasibly
paid in full."
(d) The Repurchase Agreement is hereby amended by adding the following new
Section 25 to the end of Annex I.
"25. JOINT AND SEVERAL OBLIGATIONS.
(a) At all times during which there is more than one (1) Seller under
this Agreement, the liability of each Seller shall be joint and
several and the joint and several obligations of each Seller under the
Repurchase Documents (a) (i) shall be absolute and unconditional and
shall remain in full force and effect (or be, reinstated) until all
the Obligations shall have been paid in full and the expiration of any
applicable preference or similar period pursuant to any bankruptcy,
insolvency,
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reorganization, moratorium or similar law, or at law or in equity,
without any claim having been made before the expiration of such
period asserting an interest in all or any part of any payment(s)
received by the Buyer, and (ii) until such payment has been made,
shall not be discharged, affected, modified or impaired on the
happening from time to time of any event, including, without
limitation, any of the following, whether or not with notice to or the
consent of any Seller, the Guarantor or the Pledgor, (A) the waiver,
compromise, settlement, release, termination or amendment (including,
without limitation, any extension or postponement of the time for
payment or performance or renewal or refinancing) of any or all of the
obligations or agreements of any Seller, the Guarantor or the Pledgor
under the Repurchase Agreement or any Repurchase Document, (B) the
failure to give notice to any Seller, the Guarantor or the Pledgor of
the occurrence of an Event of Default under any of the Repurchase
Documents, (C) the release, substitution or exchange by the Buyer of
any or all of the Purchased Items (whether with or without
consideration) or the acceptance by the Buyer of any additional
collateral or the availability or claimed availability of any other
collateral or source of repayment or any nonperfection or other
impairment of collateral, (D) the release of any Person primarily or
secondarily liable for all or any part of the Obligations, whether by
the Buyer or in connection with any voluntary or involuntary
liquidation, dissolution, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors or similar event or proceeding
affecting any or all of any Seller, the Guarantor, the Pledgor or any
other Person who, or any of whose Property, shall at the time in
question be obligated in respect of the Obligations or any part
thereof, or (E) to the extent permitted by Applicable Law, any other
event, occurrence, action or circumstance that would, in the absence
of this Section 25, result in the release or discharge of any or all
of any Seller from the performance or observance of any obligation,
covenant or agreement contained in the Repurchase Agreement or the
Repurchase Documents; (b) each Seller expressly agrees that the Buyer
shall not be required first to initiate any suit or to exhaust its
remedies against any Seller, the Guarantor, the Pledgor or any other
Person to become liable, or against any of the Purchased Items or the
Equity Interests, in order to enforce this Repurchase Agreement or the
Repurchase Documents and each Seller, the Guarantor and the Pledgor
expressly agree that, notwithstanding the occurrence of any of the
foregoing, each Seller shall be and remain directly and primarily
liable for all sums due under the Repurchase Agreement or any of the
Repurchase Documents; and, (c) on disposition by the Buyer of any
Property encumbered by any Purchased Items, each Seller shall be and
shall remain jointly and severally liable for any deficiency.
(b) Each Seller hereby agrees that, to the extent another Seller shall
have paid more than its proportionate share of any payment made
hereunder, the Seller shall be entitled to seek and receive
contribution from and against any other Seller which has not paid its
proportionate share of such payment; provided however, that the
provisions of this Section 25(b) shall in no respect limit the
obligations and liabilities of any Seller to the Buyer, and,
notwithstanding any payment or payments made by any Seller (the
"paying Seller") hereunder or any set-off or
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application of funds of the paying Seller by the Buyer, the paying
Seller shall not be entitled to be subrogated to any of the rights of
the Buyer against any other Seller or any collateral security or
guarantee or right of offset held by the Buyer, nor shall the paying
Seller seek or be entitled to seek any contribution or reimbursement
from the other Seller in respect of payments made by the paying Seller
hereunder, until all amounts owing to the Buyer by the Sellers under
the Repurchase Documents are paid in full. If any amount shall be paid
to the paying Seller on account of such subrogation rights at any time
when all such amounts shall not have been paid in full, such amount
shall be held by the paying Seller in trust for the Buyer, segregated
from other funds of the paying Seller, and shall, forthwith upon
receipt by the paying Seller, be turned over to the Buyer in the exact
form received by the paying Seller (duly indorsed by the paying Seller
to the Buyer, if required), to be applied against amounts owing to the
Buyer by the Sellers under the Repurchase Documents, whether matured
or unmatured, in such order as the Buyer may determine in its
discretion."
SECTION 3. REPURCHASE DOCUMENTS IN FULL FORCE AND EFFECT AS MODIFIED.
Except as specifically modified hereby, the Repurchase Documents shall
remain in full force and effect. All references to the Repurchase Documents
shall be deemed to mean the Repurchase Documents as modified by this Omnibus
Amendment. This Omnibus Amendment shall not constitute a novation of the
Repurchase Documents, but shall constitute a modification thereof. The parties
hereto agree to be bound by the terms and conditions of the Repurchase
Documents, as modified by this Omnibus Amendment, as though such terms and
conditions were set forth herein.
SECTION 4. REPRESENTATIONS.
Each of the Sellers, the Guarantor and the Pledgor represents and warrants,
as of the date of this Omnibus Amendment, as follows:
(a) it is duly incorporated or organized, validly existing and in good
standing under the laws of its jurisdiction of organization and each
jurisdiction where it conducts business;
(b) the execution, delivery and performance by it of this Omnibus Amendment
is within its corporate, company or partnership powers, has been duly authorized
and does not contravene (1) its Governing Documents or its applicable
resolutions, (2) any Applicable Law or (3) any Contractual Obligation,
Indebtedness or Guarantee Obligation;
(c) no consent, license, permit, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority or other
Person is required in connection with the execution, delivery, performance,
validity or enforceability by or against it of this Omnibus Amendment;
(d) this Omnibus Amendment has been duly executed and delivered by it;
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(e) this Omnibus Amendment, as well as each of the Repurchase Documents as
modified by this Omnibus Amendment, constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity;
(f) no Default or Event of Default exists or will exist after giving effect
to this Omnibus Amendment;
(g) each Seller is Solvent and, entering into this Omnibus Amendment and
the Repurchase Documents as modified by this Omnibus Amendment, entering into
the Transactions contemplated by the Repurchase Documents and being jointly and
severally liable for the Obligations, will not render either Seller not Solvent;
and
(h) each of the Repurchase Documents is in full force and effect and
neither any Seller, the Guarantor nor the Pledgor have any defenses, offsets,
counterclaims, abatements, rights of rescission or other claims, legal or
equitable, available to any Seller, the Guarantor, the Pledgor or any other
Person with respect to this Omnibus Amendment, the Repurchase Agreement, the
Repurchase Documents or any other instrument, document and/or agreement
described herein or therein, as modified and amended hereby, or with respect to
the obligation of the Sellers to repay the Obligations and other amounts due
under the Repurchase Documents.
SECTION 5. CONDITIONS PRECEDENT.
The effectiveness of this Omnibus Amendment is subject to the following
conditions precedent: (i) delivery to the Buyer of this Omnibus Amendment duly
executed by each of the parties hereto; (ii) delivery to the Buyer with respect
to NRFC II of the following in form and substance satisfactory to the Buyer in
its reasonable discretion: Governing Documents, recent good standing
certificates, an executed secretary's certificate, an executed incumbency
certificate, executed resolutions, an executed Perfection Certificate in the
form attached hereto as Schedule A hereto and a Power of Attorney in the form of
Schedule C to the Repurchase Agreement; (iii) modification of the Collection
Account, as appropriate, to address the interests of both Sellers therein; (iv)
delivery to the Buyer of an Opinion of Counsel with respect to the Sellers, the
Pledgor and the Guarantor and this Omnibus Amendment and the Repurchase
Documents as modified by this Omnibus Amendment; (v) the filing of a UCC-3
financing statement amendment with respect to the Pledgor and a UCC-3 financing
statement amendment with respect to the Existing Seller and NRFC II; (vi) the
execution of instruments satisfactory to Buyer in its discretion transferring
the Specified Assets to the Existing Seller (subject to the Buyer's continuing
Lien thereon) for the Specified Asset Purchase Price, the execution and delivery
of instruments satisfactory to Buyer in its discretion conveying the Specified
Assets to NRFC II (subject to the Buyer's continuing Lien thereon) for no less
than the Specified Asset Purchase Price and the execution and delivery by NFRC
II of all documents required by the Repurchase Documents for the sale of the
Specified Assets to the Buyer for the Specified Asset Purchase Price and for the
continuation of the Buyer's Lien on the Specified Assets;
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(vii) payment of all reasonable legal fees and expenses of Xxxxx & Xxx Xxxxx
PLLC, as counsel to the Buyer, in the amount to be set forth on a separate
invoice; and (viii) such other documents, agreements or certifications as the
Buyer may reasonably require.
SECTION 6. MISCELLANEOUS.
(a) This Omnibus Amendment may be executed in any number of counterparts
(including by facsimile), and by the different parties hereto on the same or
separate counterparts, each of which shall be deemed to be an original
instrument but all of which together shall constitute one and the same
agreement.
(b) The descriptive headings of the various sections of this Omnibus
Amendment are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.
(c) This Omnibus Amendment may not be amended or otherwise modified, waived
or supplemented except as provided in the Repurchase Agreement.
(d) The interpretive provisions of Section l(b) of Annex I of the
Repurchase Agreement are incorporated herein mutadis mutandis.
(e) This Omnibus Amendment represents the final agreement among the parties
with respect to the matters contained herein and may not be contradicted by
evidence of prior, contemporaneous or subsequent oral agreements between the
parties. There are no unwritten oral agreements between the parties.
(f) THIS OMNIBUS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS OMNIBUS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
THE SELLERS: NRFC WA HOLDINGS, LLC,
a Delaware limited liability company
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer &
Treasurer
Address for Notices:
NRFC WA Holdings, LLC
c/o NorthStar Realty Finance Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Xxxxxxx XxXxxxxx
Xxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
(000)000-0000
Confirmation No.: (000)000-0000
(000)000-0000
(000)000-0000
with a copy to:
Xxxx Xxxxxxxx Xxxxxxxx & Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
Confirmation No.: (000) 000-0000
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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THE SELLERS (CONTINUED): NRFC WA HOLDINGS II, LLC,
a Delaware limited liability company
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer &
Treasurer
Address for Notices:
NRFC WA Holdings II, LLC
c/o NorthStar Realty Finance Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Xxxxxxx XxXxxxxx
Xxxxxx X. Xxxxxxx
Facsimile No.: (000)000-0000
(000)000-0000
Confirmation No.: (000)000-0000
(000)000-0000
(000)000-0000
with a copy to:
Xxxx Xxxxxxxx Xxxxxxxx & Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
Confirmation No.: (000) 000-0000
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
S-2
THE GUARANTOR: NORTHSTAR REALTY FINANCE CORP.,
a Maryland corporation
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer &
Treasurer
Address for Notices:
NorthStar Realty Finance Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Xxxxxxx XxXxxxxx
Xxxxxx X. Xxxxxxx
Facsimile No.: (000)000-0000
(000)000-0000
Confirmation No.: (000)000-0000
(000)000-0000
(000)000-0000
with a copy to:
Xxxx Xxxxxxxx Xxxxxxxx & Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Facsimile No.: (000)000-0000
Confirmation No.: (000)000-0000
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
S-3
THE BUYER: WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking
association
By: /s/ Xxx Xxxxxx
------------------------------------
Name: Xxx Xxxxxx
Title: Associate
Wachovia Bank, National Association
One Wachovia Center, Mail Code: NC0166
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxx
Facsimile No.: (000)000-0000
Confirmation No.: (000)000-0000
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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THE PLEDGOR: NRFC SUB-REIT CORP.,
a Maryland corporation
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer &
Treasurer
NRFC Sub-REIT Corp.
c/o NorthStar Realty Finance Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Xxxxxxx XxXxxxxx
Xxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
(000) 000-0000
Confirmation No.: (000) 000-0000
(000) 000-0000
(000) 000-0000
with a copy to:
Xxxx Xxxxxxxx Xxxxxxxx & Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
Confirmation No.: (000) 000-0000
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
S-5
THE CUSTODIAN: XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Corporate Trust Officer
Xxxxx Fargo Bank, National Association
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx,
Assistant Vice
President
Facsimile No.: (000) 000-0000
Confirmation No.: (000) 000-0000
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
S-6
THE SWAP COUNTERPARTY: WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking
association
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Wachovia Bank, National Association
One Wachovia Center, Mail Code: NC0166
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx, Senior Vice
President, Risk Management
Facsimile No.: (000)000-0000
Confirmation No.: (000)000-0000
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
S-7
THE BANK: WACHOVIA BANK, NATIONAL ASSOCIATION,
a national banking association
By: /s/ Xxx Xxxxxx
-----------------------------------------
Name: Xxx Xxxxxx
Title: Associate
Wachovia Bank, National Association
One Wachovia Center, Mail Code: NC0166
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx, Senior Vice
President, Risk Management
Facsimile No.: (000)000-0000
Confirmation No.: (000)000-0000
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